And the Mouse Police Never Sleeps
by Bastille Kain
Summary: Bruce Wayne is tracking down a piece of stolen technology. His search leads him to Sunnydale and the Initiative. Kitty Pryde is doing a bit of checking up on the Initiative for Nick Fury.
1. Chap 1: Running Down A Dream

Author: Bastille Kain

Title: …And the Mouse Police Never Sleep

Disclaimer: I own nothing. The character's of Buffy, Angel, and any other show, or medium, that are unfortunate enough to be used here belong to other people.

Spoilers: Anything and everything. Set in season four of Buffy the Vampire Slayer.

Summary: Bruce Wayne is tracking down a piece of stolen technology. His search leads him to Sunnydale and the Initiative. Kitty Pryde is doing a bit of checking up on the Initiative for Nick Fury.

Pairings: NA

Rating: PG-13

Feedback: Is always appreciated.

Email: Kain6639yahoo com

Archive: If you like it that much, sure. Just be sure to let me know where it's going, and give me the credit, good or bad, for my work.

Musical Note: "...And the Mouse Police Never Sleeps" is performed by Jethro Tull. "Running Down A Dream" is preformed by Tom Petty and the Heartbreakers. All Lyrics can be found at sing365 com

Author Note: Don't do author notes. If you want to know what is going check out my profile at FanFiction Net

Enjoy the Story,

Kain

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_Chapter One: Running Down A Dream_

There was an almost oppressive sensation contained within the four walls of Bruce Wayne's office. Despite its palatial, nearly cathedral like dimensions there's a claustrophobic, weight of the world pressing down on your shoulders, feel to the room.

The only wall that has even a semblance of a personality is the back wall. A monstrously gigantic, single pane window that displays a sweeping view of Gothem's majestic sky line. A mixture of old world gothic buildings, bridges, and road-ways and sleek new world sky scrapers, strip malls, and industrial complexes. To some one looking down upon the city, from on high, it would appear as if some strange metamorphosis is taking place.

Bruce Wayne, the man sitting behind the century old, solid, dark oak desk, is aware of that fact on a basic level. He knows about every subtle change that occurs in his city as soon as it happens.

For while his lively hood depends on his skill, his knowledge of board rooms and high powered business meeting and dealing with ruthless power brokers. His life, more often then not, depends on his knowing every little nook and cranny, every hidey-hole, every back room and dark alley that Gothem is home to, better then he knows the back of his hand.

While all the world knows Bruce Wayne; CEO and President of Wayne Industries, one of the largest most influential corporations in the world. Where his decision have effects both immediate and far reaching, local and global.

Only a select few, a handful of people to be sure, know Bruce Wayne's other identity. His alter ego.

The Caped Crusader.

The Dark Knight of Justice.

Bat-Man.

Whose choices, actions, and decisions, while no less vital then his more prominent persona, usually have life altering, life shattering consequences attached to them. At least for him, their impact is felt almost instantly.

Bruce's face is a mask of concentration as he tries to find the answer to a most vexing problem. His eyes remain fixed on the screen in front of him as if the answer he seeks is contained somewhere within, that if he determined enough, that if he stares hard enough, long enough they would appear in front of him.

Nothing does though. Which simply makes him that much more determined to uncover the truth. So like he always does, he sets out to find it.

Entering another set of search parameters into his computer the screen shifts displaying more information, different information then what he had just been going over.

He scans the page quickly, scrolling the task bar down. Reaching the bottom of the page he scowls in disgust when he doesn't find anything concerning his question.

Typing in another search request, the screen changes again. Again he scrolls down the page absorbing the information presented at a phenomenal rate.

Hour after hour. Page after page. He searches, reads, and becomes that much more determined to find the truth of the matter with each dead end he races into.

As useful as he finds computers, as much as he appreciates and marvels at their capabilities, it has always been painfully obvious to him that in situation such as this, they are a sever handicap. Especially if someone -- an extremely skilled someone -- managed to breach the security protocols, feed the machine false information, wiped out all traces that they had been there, so no one would know the difference.

After spending nearly three hours starring into a computer screen with the only useful knowledge he has able to glean from the contraption was that there was nothing useful to be found, Bruce hit's a button and the flat screen monitor folds up neatly into the compartment had built into the ancient oak desk to suit his needs. A square of oak paneling, that matches the color and grain of the antique furniture perfectly, slides back into place.

He leans back slightly, his fingers tapping the edge of his desk as he ponders the problem at hand. Less then a day ago Karl Rashnovik, the head of SeaStrom, had called inquiring about when Wayne Industries was going to get around to delivering the MPPG-2. A power generator, the size of an electric pencil sharpener, that can powered America's top of the line nuclear submarines for more then a week straight before its uranium core would need to be replenished.

For Bruce and a lot of others, the MPPG line would revolutionize, both deep sea and deep space exploration in ways never before imaged. No longer would there be a need for bulky, not to mention wasteful fuel storage containers that right now were necessary for shuttlecrafts to achieve the thrust required to break Earth's gravity. No longer would state of the art submarines require massive nuclear reactors to provide power.

Bruce was also acutely aware of the fact that there were also those who would do anything, go to the most extreme lengths to get their hands on the MPPG-2. People, groups, governments that didn't have their fellow man's best interest at heart. Those that would use his technology to stir up strife, create grief and conflict the world over for any number of reasons.

Very few, if any, would ever be justifiable.

When he received Rashnovik phone call he began going over ever conceivable computer record he could think of. Matching inventories. Following the paper trail from pick up to delivery. It had all been in perfect order. Everything on his end showed SeaStrom receiving the MPPG-2.

That night Bat-Man began his own private investigation. Asking questions in his unique way. While the low level thugs that proliferated the streets of Gothem had been willing to give up everything they knew -- from back rooms and gaming houses to clandestine meetings -- most of which he already knew. Nobody, however, knew anything about a hijacking of Wayne technology.

Which meant it was pulled off by someone outside the reach of the Gothem underworld, and only a handful of such organizations exited. Including a few world governments.

Or it was carried out by someone inside Wayne Industries.

He didn't like the thought. That one of his employees could be behind the mysterious disappearance of the MPPG-2. He still had to acknowledge the fact, that not only was it possible, but that it was in fact also probable.

The soft click of his office door as it closed pulls Bruce's eyes to the solid, red oak door. His awareness expanding to its utmost. He becomes intricately aware of his environment. Every slight, subtle change. It was as if something evil had taken up residence in his office.

Feeling a rush from his side, Bruce throws himself backwards barely managing to avoid the powerful blow that passes through the space his head had previously occupied. His chair crashes to the floor as he smoothly rolls to his feet.

Sensing the attack coming from his left he throws his forearms up in front of face. He absorbs the blow with a grunt. The force of the strike surprises him, driving him back. His feet sliding across the rug.

Making an instinctive, gut decision Bruce slips the punch, sliding underneath. He lashes out, his elbow striking the man in the kidney. His opponent remains oddly silent.

The other, a blonde hair man, several inches shorter then Bruce, but wider through the chest and shoulder, with arms as long as an orangutan and twice as thick, lunges for him.

Bruce does the expedient thing and ducks out of the way. Long arms crashes into his partner. Spinning quickly he punches him in the back of his head to little effect.

A second fist to the side of the head keeps him there a fraction of a second too long to avoid the swatting back fist. Still he manages to throw himself backward at the last possible instant so he doesn't absorb the blows full impact. It was still powerful enough that he felt fortunate nothing had been broken.

Going limp he allows years of intensive training to take over. His hands touch the floor, skills honed since early childhood come into play. He vaults upward into a twisting somersault to land facing his two adversaries.

For the first time, in the few seconds since the attack began, he gets a good look at his assailants faces. Heavy, distorted brow ridges dominate their foreheads, almost, but not quite drawing attention away from oddly pale, yet luminescent gold eyes. A set of razor sharp, scissor like teeth protrude from their mouths.

"Vampires," he mouths softly feeling a cold calm wash over him. One vampire shouldn't be a problem for him. He's been able to take them out one at a time since he first learnt of them, during his late teens when he was studying in Japan.

Two of them however might be more then he can handle.

They charge him without making the slightest sound. No verbalization of any kind, which is highly unusual for what are normally very vocal creatures.

Bruce darts to the side getting them to react to him. Once they do he pivots without breaking stride and races back towards the secret wall panel and the cache of weapons and equipment he has hidden there.

They react quickly, their supernatural nature allowing them to change direction without losing even a fraction of their momentum.

Still Bruce manages to reach the wall panel well ahead of the two vampires. With speed born from desperation he deftly unhooks the hidden latch and swings the square section of wall open slamming it into the deformed face of the sandy, brown haired fiend.

The demon hits with such force that his head crashes through the solid paneling before he rebounds, staggering back into the wall. He drops senseless to the floor.

Bruce reaches into the opening grabbing hold of his utility belt just as the second vampire grabs hold of him around his shoulders. The undead creature continues forward attempting to slam Bruce into the wall, only Wayne manages to duck and shrug slipping out of his coat.

Not realizing that he is now only holding onto a discarded scrap cloth the vampire runs himself head long into the wall.

Bruce rolls backwards putting a little space between himself and the vampire. Even as he roll he draws a specialized Bat-a-rang from his belt. It wasn't designed for a task like this one, being phosphorous much like a flare, but it would work in a pinch.

Coming up to one knee, bat-a-rang poised to be thrown, the vampire whirls around. With a quick, practiced, whip like motion Bruce lets the Bat-a-rang fly. His aim was as true as it has ever been as the Bat-a-rang buries itself in the creatures chest.

The vampire looks down at the protruding object, bewilderment etched on his face. He glances back at the human and freezes as he spots the sadistic gleam twinkling in Bruce's eyes. A bare fraction of a heartbeat later the phosphorous agent ignites burning a hole through through his chest.

For the first time since entering the vampire makes a noise.

He screams.

A deafening roar of pain fueled rage ripped from the very core of his being as the sparks and intense heat consume him from the inside out. His pitiful cry was cut mercifully short as the body turned to dust falling soundlessly to the floor.

While the dust doesn't make any noise as it falls to the carpet. A silver chest harness clunks heavily as it lands. A multitude of blinking colored lights decorate the front chest strap. What draws Bruce's eyes though are a series of spiraling red lights that slowly, but with increasing speed, wink out.

His eyes widen as he suddenly realize exactly what is sitting in front of him. That at most he only has half a dozen seconds to get out of his office, out of his building would be the better option, and well outside the blast radius.

Jumping to his feet he slips the utility belt on even as his mind goes over all the options available to him. Before he lands on his feet he already knows he has only one choice. Only one chance to survive.

Pulling out his grappling gun he aims and fires it at the massive window as he charges forward. It punches a hole through the thick sheet of glass.

Sprinting hard, arms and legs pumping furiously. His desire to survive drives him forward as he imagines he can hear the insistent ticking of a clock prodding him, mocking him.

It spurs him on.

He throws his shoulder forward as he leaps. The soft click of finality echoes like a thunder clap in his ears.

Pain jolts up his shoulder and through his body as he crashes through the sheet of glass that was as think as a man's head.

A wave of force, nothing more then solid air, crashes into him. Propelling him far out into the open air high above the pavement below.

He struggles to hold onto consciousness knowing that if he losses that battle then there wouldn't be anymore tomorrows.

A split second later an intense heat wave washes over him followed by a roar so loud it would make standing at ground zero of a shuttle launch seem quiet in comparison. Another concussive wave of solid air, more powerful then the first, slams into him.

Darkness swallows him whole. Pulling him down no matter how hard he struggles.

- - - - -

Despite the month being January, warm sunlight bathes the dorm room. A slight crack in the window allows fresh air into confined space. It doesn't seem right to Kitty, a girl born and bred to Chicago's brutally cold winters. Who has since lived in such places as New York and Great Britain, both places known for their equally fickle weather. This sixty degrees and sunny in the middle of January was for the birds.

"…explosion that rocked Wayne Industries to its very core. Not just with the loss of its corporate headquarters in Gothem, but emotionally as well. After Five days there is still no clear indication as to weather Bruce Wayne, President and CEO of Wayne Industries, was, like he does on so many nights, burning the midnight oil and working late on…"

The radio squawks suddenly as Jubilee's nimble fingers ruthlessly change the dial. "How can you stand listening to that?" She grumbles in quiet disgust. "Need to get some tunes."

She pauses for a moment at the sound of heavy drums and a simple bass line. "…call me blind, but I didn't see it coming. Everybody was running, but I couldn't hear nothing, except gun blast. It hap…"

"Need happy music," she mumbles as her fingers once again cause the radio to squawk as she manhandles the tuner.

Kitty glances at her friend, a light scowl marring her features. Despite that, her soft brown eyes are still warm as she inquires, "thought you were going to give me a hand unpacking? Or did I just misunderstand what you said?"

"Can't unpack without good music," Jubilee points out.

Kitty gives her head rueful shake. "Actually Jubes, I'm pretty sure you can."

The younger girl gives Kitty an incredulous look. "Yeah, right," she remarks playfully just before she increases the volume slightly.

With a shrug Kitty goes back to hanging the slacks, she has been standing there holding for the last few moments, up in the closet. As she turns she glances at the mountain of luggage her and Jubilee had lugged up to her dorm room. A small frown creases her lips as she notices that her satchel, containing her notebook and computer supplies, was missing. "I gotta run back down to the rental. You gonna be okay alone?" She cringes inwardly even as she asks the question.

Jubilee looks at Kitty like she had just grown horns. "It's southern California not some backwater world on the fringe of Shi'ar space. So unless Doom, Creed, or Sinister suddenly pop in here wanting to discuss thermodynamics, I'm pretty sure I can hold the fort."

Kitty nods feeling slightly abashed at asking Jubilee the question. The teenager had been living on her own since her parent's were killed when she was in her early teens. She couldn't really help asking though. In a way, Kitty thinks of Jubilee as something akin to a younger sister. It wasn't all that surprising considering the fact that Logan has always been something of a surrogate uncle to both girls. That coupled with the fact that both of them were only children led to Kitty's unofficial adoption of Jubilee.

Of course the X-Men, and all the groups that sprang up from the core of Xavier's dream, had become the nucleus of their new, often strained, family. "I'll be right back then."

Jubilee gives a tiny, noncommittal shrug. "Take your time," she replies. Not bothering with a backward glance she jumps onto Kitty's bed. She lands with her fingers laced behind her head. "I can wait till you get back before starting," she finishes lazily while closing her eyes.

Despite the anxiety she was feeling about getting to L.A. as quickly as she could, Jubilee really wasn't in that big of a rush to get to L.A. A law firm had contacted her, with some matter regarding her parents will. Something that should have been read years ago only she had disappeared, first to the streets of Los Angeles, then the Australian Out back, The Asian Pacific, mainland China, Deep Space, The North Atlantic European Coast, New York, and finally Massachusetts, were she registered for school and created a paper trail that could be traced by anyone looking for her.

A wary smile turns the corners of Kitty's mouth up a little. This has been the most relaxed she has seen Jubilee since they started on this trip. It was a façade. Kitty could tell that easily. Jubilee was never this sedate or reserve. Not even when she was sleeping.

Nodding to herself Kitty turns on her heel and heads out the door. She hits what feels like a moving wall. Bouncing back she concentrates so her powers don't kick in and people see her phasing through the floor. She lands hard, but with nearly a decade of intense combat training she manages absorb the impact and avoid any kind of injury.

"Oh my god!" A distressed female voice gasps. "I'm so sorry, I wasn't watching where…"

"It's okay," Kitty cuts in looking up. She manages to keep her features smooth when she sees whose standing over her. Kitty knew she was going to be in the room next to the tiny blonde, Buffy Anne Summers, but still. She had been expecting a few days before setting up a meeting between the two of them. A necessary encounter in order to meet the farm boy from Iowa at her side Riley Finn. Still there was nothing like taking advantage of an opportunity handed to you. "It was as much my fault. In a rush, not looking where I was going."

Riley reaches out offering her a hand that she takes without hesitation. "That was a hard fall. You sure you're okay?"

"No worries there," she answers as Riley pulls her to feet.

Buffy's eyes narrow at the slight British accent. "You from England?"

Kitty frowns minutely until she realizes what she said and how it sounded. Shaking her head she looks a little disbelieving at Buffy, finding it hard to believe such a slight girl, someone she had a good four inches on, had sent her crashing to the floor. "I lived in the British Isles for a few years. Guess I picked up a little accent." Kitty extends her hand to Buffy. "Katherine Pryde, but almost everyone calls me Kitty."

Buffy smiles taking her hand. "Buffy Summers. Everyone calls me Buffy… Except my mother when she's upset with me." She finishes with a brief pause.

"Riley Finn," Riley adds extending his hand.

Again Kitty takes his hand. "It's a pleasure meeting you."

Buffy's attention shifts to the open doorway. To the young and petite Asian girl with the large, purple sunglasses sitting atop her head, the silver earrings with the word Jubilee, and a tight scowl on her face, that stands there glaring at Buffy.

There was something familiar about the girl , but she can't place where she might know her from. "Do I know you?" Something about the earrings.

Jubilee doesn't say anything, just continues to study Buffy. "This is Jubilation Lee. Most everyone…"

"Jubilee," Buffy finishes with a stricken look on her face. Memories of her life back in L.A., back before she was called as a slayer. Memories of a geeky looking freshman Gymnastic star at Hemery High School. A freshman she tortured mercilessly.

At least she did until the girl in question simply vanished sometime before Halloween. Sometime before her watcher showed up telling her what her destiny was.

Buffy had never found out what happened to her. Truthfully she hadn't even tried to find out why and, at the time, couldn't have cared less.

Jubilee steps forward, her trademark yellow duster clutched in her hand. Her anger burning in her eyes. It takes a supreme effort not to accidentally pop off a few fireworks at the blonde socialite.

Buffy glances down at the younger shorter girl and can't help the surge of glee that shoots through her finding somebody smaller then she was. She stamps down the emotion hating herself a little for even feeling it to begin with.

Before she can say anything though Jubilee hisses, "things have changed since high school Summers. I'm not the same little kid you used to shove into lockers." She holds Buffy's gaze for a moment and then brushes past her.

Buffy makes a feeble attempt to grab her arm, but Jubilee easily brushes it away. Softly, to softly for anyone to hear, Buffy says, "and I'm not the same person that used to do that."

"I gotta go," Kitty says rushing past. "Make sure she's all right."

Buffy sighs softly as she watches the retreating form diminish down the hall. She wishes there was something she could do, someway to negate her past actions, but she knows there isn't. The most she can do is try to be a better person then she had been back in her early high school days. She would like Jubilee to know that as well, but doesn't really see where the young girl was going to have a chance to see the changes in her character.


	2. Chap 2: New York City Don't Mean Nothing

Musical Note: "New York City Don't Mean Nothing" is preformed by Savatage. Lyrics can be found at sing365 com

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Chapter Two: New York City Don't Mean Nothing

Buffy slipped stealthily over the low, cobble stone wall. Its odd mismatched stones somehow form a level, even top. She noted it absently, as she does every night, just before dropping silently to the lush grass.

Tonight however the thought was buried deep underneath more pressing issues. Issues such as the kind of person she used to be.

A person that wasn't all that far from the surface. It was only from her conscious effort that she had managed to leave who she had been behind and become a kinder, more compassionate young woman.

A quick conversation with Kitty, which included her telling the older girl why Jubilee hated her guts, had gained her the information she needed. An even quicker phone call to Angel had secured his assurance that he'd help Jubilee in her search.

It wasn't much in the way of making amends, but it was something. More to assuage her own guilt, but still, it was a beginning.

Besides she had been changing ever since she arrived in Sunnydale she had left Cordelia and her flock of sheep in the dust. Instead attaching herself to Willow, and by extension, Xander - good grades, and an even better friendship. People that had literally helped her survive high school.

She wasn't even close to being that same spiteful, petty, airhead that she once had been. Those days were far behind her. She doubted if any of her old cohorts would recognize her today.

Her clothes alone, while fresh, were hardly on the cutting edge of the fashion world. That, by itself, would drop her status several pegs below the one Jubilee had occupied.

Then there were her choice of friends, on the surface they were rejects by any definition of the word. Just the fact she was concerned about what she had done, and wanted to put things right would make her a pariah. Something looked at and pointed to as an example of what can happen if you allow yourself to become involved with the lower species.

That she could still think in that mind set proved, to her at least, that she hasn't come as far as she thought she had.

Her encountering Jubilee this afternoon made her wonder if she had changed at all. True, she didn't think she was that vain, petty cheerleader that had relentlessly tormented the young gymnastic phenom.

Then again, perhaps she was.

She was the… a slayer. She had fought and killed a lot of demons over the years. Most of who had never stood a fighting chance against her. She still enjoyed the rush, the thrill, and surged of adrenaline that burned through her veins while she was fighting for her life.

While not the same, in a strange way it was.

Her feet touch ground. Senses reached out instinctively, without any conscious effort, and she picked a seemingly random direction. With a predator's natural grace she moved east following the wall's gentle curve. Despite her stylish platform boots, Buffy didn't make a single sound as she glided through the darkness.

There was absolutely no doubt in her mind about that. If not for Willow, Xander, Oz, Giles… Even Cordelia, then there was absolutely no way she would have made it through the hell that was eleventh grade and her tumultuous - deadly - relationship with Angel/Angelus. By sending Angel to hell she had done what she had to do.

The year that followed was like a catharsis for her; from her leaving Sunnydale to Angel's return and their subsequent, relationship. Faith's sudden, unexpected arrival, and the carefree insanity the brunette had brought with her.

For all intent and purposes she had been burning the emotional candle at both ends. Nearly endless, almost completely uninhibited nights with Faith; living on that razor edge and squeezing all that could be squeezed from life.

Her days with Angel were spent convincing him that she didn't hold him responsible for the actions of Angelus. That to her, they were two completely separate people. When he told her of his plan to leave however, she couldn't deny the fact that a small part of her was glad to see him go. That their relationship had in some ways become stifling.

In part, it was the reason she went after Faith with such vigor and vehemence. Why she had stabbed the brunette. Faith had simply been a stand in for the person Buffy's anger was truly directed at.

Angel.

Buffy stopped her musings wondering what had brought on such deep, and even more troubling thoughts. It wasn't really that hard for her to figure out.

Her brief encounter earlier this afternoon with Jubilation Lee. Jubilee as she was more often called.

It went deeper then her running into Jubilee though... a girl she had tormented relentlessly for the brief time they both attended Hemery High School.

For the first time in years Buffy wondered if she had changed all that much, or if she simply transferred her target. Instead of ostracizing people like Willow, Xander, Jesse, and their ilk she instinctively…

Buffy stopped suddenly hearing a distinctive rattling - metal against metal - ahead and from the left. Shifting her gaze she squinted slightly bringing the hazy night into sharp clarity.

Colors brighten.

Darkness faded.

The landscape sprang into focus.

Four small, emerald green, humanoid demons stood in a miniscule clearing over a burlap covered mound. A triple ring of bone protrusions circle each demon's skull. One, the largest, had two light blue stripes running down its back.

The clanking noise was coming from underneath the burlap.

Without hesitation Buffy bolted at them. Her sudden movements - bounding and streaking through the thin layer of underbrush - caused the demons to take notice of her. Before they can react to her presence, she was on top of them.

A hard, vicious kick to the side of his head sent one demon crashing to the ground. Dropping low she avoided a wild hay-maker. Spinning to the left, her right calf slams into his in an efficient sweep that knocked him to his back.

She shifted her position enabling her to catch the clumsy axe kick of the third demon with a simple rising X block. Rising to her feet Buffy toppled him.

A solid thwack echoed through the clearing as the thick branch slammed hard across her lower back sending the tiny blonde stumbling forward.

Buffy's left leg lashed out backwards, clipping the demon, throwing off his next attach. The second demon kicked Buffy's other leg out from under her.

Somehow Buffy managed to avoid landing on the burlap covered mound. Soft grunts and groans could be heard coming from underneath. Chains rattled and the burlap shifted constantly as the person struggled against their bounds.

"Don't worry," Buffy called out franticly rolling to the left and onto her back. She quickly rolled back as the improvised club crashed down where her head had been.

"I'll have you out…" She rolled back the other way. A split second later the club sent up another cloud of dirt.

Buffy rolled back trapping his arms. "Of there…" A hard roundhouse kick to his knee dropped him to one knee. "In a minute." Her other foot smashed into his gut giving Buffy the leverage she needed to flip him up, bringing him over onto his back with her coming along for a ride.

She landed straddling his chest. Three sharp, devastating punches to his head put him down for good. Grabbing hold of his make shift club, whipping her arm back and forth, Buffy let it fly.

Like a well honed dagger it sliced the air with a high pitch whine. It also punched a hole through another demon's chest; a clear, slimy, mucus like substance oozed from the wound as he dropped to his knees, then fell face forward into the dirt.

The sharp ring of steel snapping filled the air. Buffy froze at the sound; her eyes instantly shift to the burlap cloth. Another sharp crack of steel breaking rang out in the darkness.

"You fool!" One of the two remaining demons shouted at her as he backed away from the clearing. "It'll kill us…"

A bestial roar ripped through the night. Flames flared and the darkness faded.

Buffy rolled away from the gout of fire that consumed the night. She threw her arms up over her face to protect herself from the heat.

Sensing, rather then seeing another gout of fire erupt from the creature that had been under the burlap Buffy rolled even farther away. In the night, not far away, a demon's screams are cut mercifully short.

Buffy sprang to her feet, spinning around frantically, she stopped dead coming face to face with one of the strangest creatures she has ever seen. She was staring; green eyes to red, with a dragon.

In miniature.

His grayish skin was completely smooth. A tail, slightly longer then the rest of his body ended in a spade shaped club. Each one of his limbs ended with three razor sharp talons. His mouth lacked teeth and was more like a bird's sharp beak. Leathery wings the size of his body flapped slowly, lazily as he hovered in front of her.

Buffy didn't know why she thought of this little dragon as a him. She simply knew it felt right.

Curiosity shone brightly in his red eyes. She couldn't sense any animosity from the dragon. Maybe a touch of irate anger came across from the little creature, but it wasn't directed at her. Of that she was positive.

After a few moments pause he gave a slight flip of his tail, a small belch let out a tiny puff of black smoke that billowed past his lips. Buffy got the distinct impression that the creature felt he had to be wary around her, but otherwise found her unremarkable, ordinary, common.

The impression caught Buffy off guard. She wasn't use to anyone considering her ordinary. Freaky. Class delinquent. Those were the labels she wore throughout high school. They were the words she was comfortable with.Not common, or unremarkable. She knew for a fact she was very remarkable and way beyond common.

For a brief moment Buffy felt insulted, then she remembered it was nothing more then an animal, no matter how exotic, or intelligent it might be.

A miffed expression creased the dragon's face. His tail twitched in an obviously irate manner as his wings flop a little harder carrying him back a short distance.

It was easy for Buffy to tell he was upset with her. The sudden change in his demeanor towards her. The look in his eyes. The tilt of his head.

"You're not from around here, are you?" Buffy asked quietly in a soothing voice hoping to keep the dragon calm.

She didn't expect the crystal clear image that burst into her head. A strange, alien landscape. A monstrous carcass that stretched from horizon to horizon, as far as the eye can see and beyond. Creatures spiral past in a blur, some so weird and fantastical that they make the demons she dealt with on a nightly bases seem mundane.

It was gone as fast as it came, leaving behind a stark afterimage fresh in her mind. Stumbling back Buffy raised a hand to the side of her head. She lightly placed a fingertip to her temple as she gave the little dragon an incredulous stare. "You do that?"

A satisfied smirk is his only response.

"Don't suppose you've got a name?" She asked wondering, for the first time, why she's talking to the dragon instead of trying to kill it. With the thought she sensed him tense. At the same time the image of a large plane soaring through the clouds, banking this way and that.

Buffy shrugged, having no clue what the image represented. She knew it was the dragon's name. But has no idea what it was. The tiny blonde doubted it was plane, or wing. Maybe if she knew more about planes she would be able to figure it out.

"Wonder how you got here?" The image of that alien world flashes into her mind again. Then shifted to a group of garishly costumed individuals. She recognized most of the costumes as older uniforms from the X-Men. A group of mutants the government had labeled terrorist. Buffy didn't know if it was true or more simply, vindictive government propaganda meant to discredit them.

At the same time the image fades from her mind she decided not to kill the little critter. He looked at her with what she can only call a whimsical expression, as if he was amused with her.

It was then that it hits her. Not only can this little guy project his thoughts, but he seemed able to receive them as well. Or it could just be images and emotions that he was sensitive to.

"What are you doing here?" She mused softly wondering if the X-Men, the entire group or just a faction, had decided to relocate to the west coast. She hoped not. There were already too many mentally unstable, costume wearing nut jobs proliferating the L.A., Hollywood area.

She didn't have the time to differentiate between evil - bring about the apocalypse - demon, and the I'm really just misunderstood, out to conquer - enslave - the world for its own good, mad genius.

Fortunately she never had to deal with the later. The former however kept her calendar pretty much full.

Even as she finished asking the question an image, that wasn't an image at all, entered her mind. It was more a sense of something. Of what, at first, she thought was darkness but was something different. More like a shadow.

Inside the shadow, or maybe it was the shadow, was a feline. A cat. A sleek, stealthy predator whose eyes shone, not just with cunning, but a vast, human intelligence.

Only it wasn't just a cat. If she concentrated just right she could see the person underneath the illusion. A person Buffy had met briefly earlier today.

Katherine Pryde.

Kitty, as she preferred to be called.

It was like a hard slap across the face. Or being dunked head first in a tub of freezing water.

Kitty was so unassuming. Nobody meeting her for the first time would ever think costumed adventurer, terrorist, or any of the other labels placed upon the X-Men.

There was also a clear sense of love and protectiveness coming from the little dragon, rolling off him in waves, almost like what most people would feel about a favorite pet. Only it was very different. Deeper.

Buffy got the distinct impression he would take it as a personal favor if she kept herself and her demonic playmates out of Kitty's life.

It wasn't so much a request as it was an, or else.

Then with a satisfied nod he executed an elegant ariel flip and twist. A powerful flap of his wings propelled him skyward faster then Buffy would have thought possible.

Inside of a few heartbeats he vanished from sight, but Buffy knew, sensed it deep in her bones that as long as Kitty was here he would be here as well.

Buffy shook her head in vague disbelief as she mumbled, "an X-Man?"

* * *

Batman remained motionless as the tiny blonde soundlessly exited the clearing. As at home in the shadows of Sunnydale as he was in the shadows of Gothem. For a brief moment he wondered what that truly said about him.

He quickly pushed the errant thought away. He had chosen his path, or it had chosen him, good or bad, a long time ago. This is what he was meant to do.

Whether it was some cruel twist of fate, the whim of some fickle god, an accident, or nothing more then his thirst for vengeance that molded him, it was what he had trained his entire life for.

Witnessing his parents' brutal murders when he was a child galvanized his path. Set his feet down the road that would eventually lead him to Batman.

His desire for revenge had taken him all over the world, to the foremost Martial arts masters, for training.

It was on one of his many excursions abroad that he encountered a young woman, girl really, no more then thirteen. She had moved with the grace of a ballerina, yet fought with the ferocity, the tenacity of a pack of wolves bringing down an elk.

More then a week later, with back and forth flights over the Atlantic, he finally had a partial answer to the question of who she was.

Or what she was.

A vampire slayer.

The name was as misleading as their calling was fatal. They fought, and killed, demons other then just vampires. The death of one always lead to the calling of another.

When he had first begun tracking down the person behind the attempt on his life, that he would stumble upon the current slayer wasn't anywhere in the scope of his parameters, and while he kept a fairly open mind when dealing with; the unexpected, inexplicable, bizarre, and supernatural. Still finding her here had still been a cold slap in the face of reality. As had the fact that she, unlike her predecessors; confined her activities to a single local and for the most part tried to lead as normal of a life as possible; attending collage, having friends, a social life, even dating. As far as he knew it was unprecedented.

She was the first of her kind that he had heard of to do any of those things. While it was true that he didn't know every detail of every slayer, he didn't need to. From everything he knew they were born, bred, and trained from birth to be weapons in a war against the demonic world.

At least that was what he learned years ago.

Now though, since he first caught sight of this current slayer, one Buffy Anne Summers, he wasn't quite sure if that had been the truth; or it was more simply, a truth somebody wanted everyone else to believe.

For nearly a week now - while he had tracked his would be assassins to a covert military research facility secreted somewhere in Sunnydale - he had let the world, with the exception of a few trusted friends and associates, ponder the fate of Bruce Wayne and believe him to be dead.

It was far more convenient - considering the fact somebody wanted him that way - being able to move about unfettered by Wayne Industries and his playboy's persona. While he wasn't quite up to Tony Stark's standard during his hay day, there was still a veritable army of paparazzi that trailed his every move.

He still found it amazing that, with the exception of Lois Lane, no reporter has ever stumbled upon his secret. He was surprised, but extremely heartened to find that Louis was sitting on what would be the scoop of the century.

Right up there with unmasking SuperMan, Spider-Man, Captain America; any andevery masked hero and villain out there. Bruce had to suppress a small smirk, that nearly curved his lips into an outright smile, at the thought of the look that would plaster Lois's face when she discovered that Clark Kent, mild mannered reporter, was in fact the Man of Steel.

Without the media circus that normally hounded him slipping unnoticed into Sunnydale had been a piece of cake. Uncovering the fact that this was indeed the town the Initiative was located in hadn't been much harder. It was quite possibly the worst kept secret he had ever had to dig out of someone.

While Willy wasn't much, as far as informants go, he would do until a real one showed up. Of course walking into a demon bar and getting the information was one thing. Leaving with a whole skin was a completely different ballgame.

Fortunately he had evened the playing field somewhat with an experimental and highly temperamental napalm grenade. Its volatile mercury switch made it a very unstable device.

He hoped they appreciated the fact that he went to so much trouble dressing up what was in fact nothing more then a smoke bomb.

It was at Willy's that he uncovered several important pieces of information. One was that the town was guarded by a slayer. The other was that the town was built on top of a hell mouth.

After that, information about the initiative had dried up, which meant one of two things. Either nobody knew anything more or they were scared to talk, and something that could scare most of the denizens of this town was something that had to be taken seriously. Not that he would do otherwise with somebody that tried to assassinate him.

He slipped soundlessly through the back window of the small room he was renting, under an assumed name. Then quickly and thoroughly searched the room making sure nobody was presently there, or had been there while he was out. That no bugs, cameras, or other monitoring devices had been installed during his absence, he searched all the obvious hiding spots, then the less likely ones, then the ones nobody every thought to use.

Fifteen minutes later, satisfied that nobody was spying on him Bat Man finally pulled off his cowl and Bruce Wayne stared at himself in the shabby room's dingy bathroom mirror.

Setting his mind on his next course of action he announced to himself, "Time for Bruce Wayne to return after a long, well deserved vacation."

It was simple really. If he couldn't find a way to his enemies then it was time for his enemies to find him.

* * *

Kitty sat quietly upon the roof of her dorm building. Her knees pulled up slightly. The heels of her black Doc Martins are planted firmly into the buildings roof. A pair of gray, loose fitting cargo pants, loaded down with an abundance of pockets, hang loose over her slim hips. A black tank top revealed a pair of sculpted arms; along with a trim, athletic waist line of someone use to rigorous training.

Her gaze roved over the stars dotting the night sky with little pin points of light. From here she could just make out the little dot of light that represented the Shia'ar Empire's home world.

Home system actually.

It was so far from Earth that the only way to reach the Majestic throne world was through a series of strategically placed star gates. One of which had been positioned near the Earth's sun during the recent Kree/Shia'ar war.

A war that ended as abruptly as it had begun.

Kitty still had a hard time reconciling the fact that Lilandra had not only authorized the creation of the Nega bomb, but then detonated it deep in Kree space. She understood the why of it, war after all was a bloody business and people were going to die no matter what.

It was the fact that a person she considered a friend had, for all intent, single handedly kill so many innocent people. In an act that had been as indiscriminate as it had been thorough. From reports she had read after the war was over, very little had survived the nearly all encompassing swath of destruction caused by the Nega bomb's explosion.

She knew it seemed like she was deploying a double standard.

Logan, her mentor and fellow X-Man, one of her closest friends; was one of the worst, most brutal, most efficient killers the world has ever known, yet she has no issues with the man. Wasn't the slightest bit squeamish being around him.

The difference was that Logan killed in the heat of personal combat - when he was out numbered, out gunned, and facing a very grim, decidedly unpleasant future - in defense of his friends and teammates, when he was left with, or there was, no other option.

And sometimes when he killed it wasn't necessary - she wasn't so enamored with Logan that she didn't know that - but it was always justice. He always made sure they had a fighting chance. Given Logan's special training, skills, and powers it wasn't much of a chance.

If Logan was after them though they probably didn't deserve much of a chance.

Still he was up close and personal, knowing full well the act he was commiting, the choice he was making. Not safe in some secure throne room pressing a button, or ordering a button pressed, unable to witness the wanton destruction set in motion by his action.

Lilandra though was Empress of a galactic empire. Her actions had to be in the best interest of the empire.

Logan understood. Compared it to Truman's decision to drop the A bomb on Japan. He killed hundreds of thousands by doing so and had possibly saved the lives of millions - tens of millions or even hundreds of million - of American and Japanese lives that would have been lost during the intense island to island fighting that would have taken place otherwise. The thing about building a weapon though, is that once it's built it has to be used, or else it had no purpose.

It was a decision that haunted Truman to the end of his days. Just as Lilandra's decision would no doubt affect her for the rest of her life.

Kitty sighed softly shifting her gaze. The very last thing she had wanted to do was contemplate the moral implications of Lilandra's choices.

Or wind up condemning her for them.

Her own recent decisions were hardly without question. Even being in Sunnydale wasn't completely above board.

Her watch chimed twice reminding her of an important phone call she has to make. Pulling the modified cell phone out of her pant's pocket she punched in an encoded series of buttons.

She waited three seconds then turned the phone off. Watched it for several seconds and answered it the moment it began to ring.

"Anything?" A gruff voice questioned without preamble.

"Gee Nick; I'm doing pretty good now that I'm stuck out here, in the middle of Hicksville. I just want to thank you…"

"Stow it Pryde, I don't have time for this crap. It isn't my fault you decided to haul your Father's miserable carcass out of his legal troubles. That was your decision. Now where's your report?"

Kitty's eyes sparkled dangerously at Fury's harsh tone for a moment. Letting out a long breath she reminded herself that it wasn't Nick's fault that Carmen Pryde's questionable business practices had once again placed her squarely in someone's cross hairs.

This time it was the United States government's.

Granted, she could have let her father rot in some federal prison. It would have served him right. Only she hadn't been raised that way.

X-Men never abandoned their own.

"It's been one day Nick; I just meant Walsh this morning. She hasn't taken me into her confidence yet, nor confessed all her sins." She finally answered, the sarcasm dripping from her voice.

"You haven't managed to infiltrate the base?"

"Give me a day or two will you? It's not like I'm super spy," she reminded him.

There was a short pause and she could just about feel Fury fuming. "You're really starting to hack me off Pryde."

"Too bad Fury," she spat back. "Maybe Uncle Sam shouldn't use coercion and blackmail…"

"We've been over this Pryde. You had a choice, you made it. Now live with…"

Kitty clicked the phone off in the middle of his last word. Out of spite she phased her finger through the machine shorting it out. Later she would fix it, but at least, for right now, she didn't have to listen to him.

Taking her mind off her own personal problems she shifted her focus to Jubilee, to the phone call she had with her earlier. Apparently Buffy was trying to set things right, make up for whatever she had done in the past. The blonde had contacted some P.I. she knew in L.A. A guy named Angel. She had sent him to help her. Jubilee had naturally sent the big lug packing.

Kitty thought she had convinced the volatile youngster to accept his help. After all Los Angeles had changed a great deal since she had last been in the city. Kitty knew from bitter experience, that there were worse things then having somebody to watch your back in a dangerous situation.

Of course, that same experience also told there was probably no more dangerous situation then having somebody you didn't trust at your back when there was trouble.

She looked up as she sensed a familiar presence. A wide smile blossomed on her face as she spotted Lockheed as he glided in. He landed at her side with a self satisfied glint in his eyes.

"Have yourself a good hunt?" She questioned reaching out a hand to scratch along his chin. "You did? You don't say," she responded to the vague impressions she felt. "Buffy?" She left the question hanging there. She had the feeling that things were going to come to a head between the two of them before too long.


	3. Chap 3: The More Things Change

Musical Note: "The More Things Change" is preformed by Cinderella. Lyrics can be found at sing365 com

* * *

Chapter Three: The More Things Change

Kitty pulled her room's large double windows open. Her dark brown eyes scan the area; ground to sky, left to right, and everything in-between with the intense scrutiny of a combat veteran. Her body hovered on the edge of solidity and intangibility as she looked over the campus that was visible through her window.

Dusk had come long ago and full dark was fast approaching leaving the world in a vague twilight state. Were a person's eyes seem to play tricks in the weak half light and what wasn't possible seemed common place. A place where what you thought you saw never really happened.

At least you could convince yourself it never really happened.

"All right…" Her voice was soft as she spoke turning back to the room's interior. "…time for you to go find yourself dinner."

Lockheed lifted his head at her words. His sharp ridged mouth opened wide and he yawned belligerently.

"Don't give me that you louse." Came her indignant reply as the small grayish purple dragon unfurled himself. "We've spoiled you, made you lazy. You're more then capable of hunting and there's plenty out there for you." Kitty scratched behind his ear causing the young dragon to purr with deep contentment. "You just have to remember… this isn't the X-Mansion. The locals aren't used to seeing space dragons, so keep a low profile tonight."

He snorted rudely as he launched himself into the air. His broad wings flapped lazily as he hovered in the center of the room.

"I know Buffy's special." Kitty soothed the little dragon. "You mentioned that the other night. She's not my concern though." Lockheed glide over to the window and twisted his long neck back. Kitty sighed tiredly. "Since you're going to do what you want anyway… Have a good night."

The dragon smiled as he turned his head back around. A tiny puff of smoke rose into the air the air as he snorted victoriously. With a flip of his tail he nudged the window all the way open and swiftly darted through the opening and out into the darkness.

Kitty shook her head. At times dealing with Lockheed was as difficult as dealing with a petulant child; sometimes more so. Trying to decipher his telepathic images was similar to playing pictionary. She hoped the little dragon didn't cause to much trouble tonight.

She grabbed her suede jacket as she headed for the door. As she had told Lockheed; Buffy wasn't her concern, just a means to locating Riley Finn, who would lead her to the rest of his Initiative buddies. Which he did.

Now all she had to do was locate the base, plant the homing beacon, and than let S.H.I.E.L.D. come in and do what they do. They only thing she knew was that the base was located on campus. She had a few ideas where to look for the installation, but she would rather have one of the soldiers - posing as a student - lead her to it.

Slipping her soft suede jacket on, she pulled the door open. Making sure it was locked she stepped through and pulled the door to behind her.

"Hey," Willow's to cheerful voice came from right behind her, almost ass she had been laying in wait. "Kitty, what a surprise?" Her voice sounded forced, tight to Kitty's trained ear. "I was headed to the Bronze to hook up with Buffy and Xander when I saw you coming out of your room and thought you might like to come with since you've been in town a couple of days so I figured I'd come over and ask if you'd like to come along?" The tiny redhead paused to take a quick breath, something she hadn't done while speaking. Then she finished, "because I didn't know if you had any plans for tonight," rather lamely.

The entire time Willow had babbled Kitty had, discreetly studied both ends of the hall. Buffy was ridiculously easy to spot, even with her ducked into a little alcove created by an open door and a gang of students congregated between them. Up the other end of the hall a striking young man – with high, hollow cheeks, a noticeable cheek mark scar slashed through his left eyebrow, and dyed platinum blonde hair, and a worn rugged black duster – chatted up a couple of attractive young women.

"Sure," Kitty answered almost as soon as Willow stopped speaking. Relief blossomed in the red head's face as soon as Kitty spoke. Evilly Kitty toyed with the idea of heading right towards Buffy, but decided to save Willow the embracing explanation. Grabbing her by the elbow, Kitty turned Willow towards the blonde talking with the two women and said, "come on."

* * *

"I'm telling you slayer," Spike mumbled softly as he fiddled with the locked door. "That cute little strumpet knew something was in the wind."

Buffy watched the hall with lazy indifference; as if nothing were out of the ordinary, that her and Spike belonged exactly where they were. Students walked by paying absolutely no attention to the pair. Buffy still felt as if they were scrutinizing her and Spike with a microscope. The tiny blonde had only the faintest idea as to what Spike just said. Translating British English to American English wasn't her specialty. "Would you hurry it up?" She could have broken in herself; it would have been more obvious - broken doorknob and all, but she needed Spike here for a completely different reason.

Since Vampires couldn't enter the residence of a human without an invitation she would be able to find out if so called Mutants were humans born with superhuman powers like they claimed or if they were really some type of human demon hybrid like Giles thought. Buffy was really hoping for the former since the latter would mean a confrontation with Kitty. The thought didn't sit too well with Buffy; Kitty was one of those rare people that she had got along with right off the bat. If Spike was able to walk through that door Buffy didn't know what she was going to do. She knew what she was supposed to do, but she didn't think she could. Unlike Kathy she was getting no evil vibe from Kitty.

"Don't be getting your knickers up in a twist here… if there's one Spike knows, its how to commit felony larceny," he gloated confidently.

Buffy rolled her eyes at Spike's claim. "You probably just used to kick the doors in after you killed everyone."

Spike paused for a second, before saying, "Well yeah."

A melancholy sigh hissed pass her lips. She had known it was possible when she made her offhand comment, but she hadn't thought about it. She constantly shoved the fact that Spike was a vampire to the back of her mind. It was easier to deal with him that way, but each time something reminded her of the fact it was like a fresh stinging slap to the side of her face. Still she shoved aside those frustrated feeling she normal got thinking about Spike; feelings that had been cropping a lot since Willow's "My Will Be Done" spell. She knew she should check with Giles and make sure there weren't any lingering affects from the spell.

"If this is too much for you, I'm pretty sure I could get Riley to unlock the door for me." She informed him with a boat load of confidence. Confidence she didn't actually feel.

Spike snorted derisively as he said, "Captain Cardboard… He wouldn't know how to pick a lock if they came with instructions."

"You not so hot yourself… Beside, Riley's got…"

The door clicked; the noise loud in Buffy's ears. "You were saying?" He asked innocuously as he pushed the door open. Without any prompting Spike slid into the room.

A shiver went through Buffy. Spike didn't need an invitation to entire the room. That was definitely not what Buffy wanted to see. "Shut up Spike," she said stiffly as she ghosted into the room after him and pushed the door close.

* * *

"Lets see," Spike said as he flipped the small knife in the air and caught it. "Chit carries an arsenal of oriental weapons… More little gizmos then I've seen in all the Bond movies. You'd never think this cozy little town would attract such an element?"

The pair had been in Kitty's dorm room less then fifteen minutes and they had already found an assortment of paraphernalia; most would require Willow to make some kind of accurate identification. The weapons Buffy knew, and was impressed to see such a vast and varied array, but everything else might as well have come with instruction manuals printed in Mandarin. She would have had the same level of comprehension as she did now.

None.

"Why would somebody need this?" She picked up a round silver ball that fit neatly in the palm of her small hand, and would disappear completely if she made a fist with nobody being the wiser. It felt like polished steel; warm yet cool at the same time, smooth and slick, all of one piece. She had no idea what it was for, but it felt comfortable in her hand; like it belonged there.

"Any number of reasons bint'd keep a few electric toys in her sock draw," he said with an evil glint in his eyes.

Buffy shook her head. She had a vague idea of what he was talking about, but didn't really want to know what he was talking about. "All the weapons?"

"Body needs a hobby," Spike said eyeing the weapons. They were modern forms of ancient weapons that seemed to be all one piece, as if they were molded instead of forged. Spike had to wonder how a sword could be molded hilt and all. "Not like you're one to talk… Probably keep all your weapons in a chest at the foot of your bed." There was a touch too much confidence in his voice for Buffy's liking. She did a decent job of keeping the astonishment off her face. Spike's nostrils flared as a familiar scent filled the room.

"Hey guys," Willow said standing inside the room.

Just to her right, and a little behind stood Kitty. Buffy wasn't sure if the expression on her face was amused, bewildered, or anger. "Yeah, hi guys." Her eyes fall on her gear laid out on the bed. "I think we've all got some explaining to do."

"You think so?" Buffy asked taking a more aggressive stance; as if she had ever right to be in Kitty's room.

* * *

Giles picked up his paper; it was rather late in the day to be reading a morning edition but circumstances earlier in the day had prevented him from perusing what was normally nothing more than meaningless dribble; American dailies being what they were. Little better than gossip rags and tabloid mongers. Newsprint in general had been in a steady decline for some years now; as far as the middle age watcher was concerned so he didn't find it nearly the transgression he would have in years past.

This morning he had cause to forgo his daily ritual.

Buffy had come to him late the previous night after encountering a group of demons - Gggggrhtnkkchs from Buffy's description - and what she called a Dragon; albeit a little one. The demons were mundane creatures by demon standards, no known desire to bring hell to earth.

Her inquires had far more to do with mutants in general; the X-Men in particular. There was a healthy debate in the council as to whether mutants were actually the next stage in human evolution or simply the product of demon ancestry. While Giles himself conceded the first was possible; humanity taking the necessary evolutionary steps to combat the more powerful races of demons that have been trying to reclaim Earth as their own, he himself felt the second was far more probable.

Last night he hadn't been much help to her simply because he had never followed the subject. A sliver of guilt had settled in him after she left and he decided he would rectify the situation. A few discreet inquiries and several hours of over international phone calls later he had a better understanding of the answers Buffy had been seeking.

He was rather ashamed of the fact that he had never kept himself abreast of the topic. There was a plethora of new material that he was all too eager to delve into. Most of the experts now agreed that mutants were indeed one hundred percent human; there were still a few hold outs. Giles himself still wasn't entirely convinced even though he was leaning that way. Experts, especially in the scientific community, were a very close minded group of individuals that didn't like their well founded beliefs being called into question.

Mutants had one distinctive gene in their DNA that differentiated them from baseline humans. From what he learnt earlier in the day a large portion of the human population possessed this gene, but it was dormant; the stress most experts believe triggers this X-gene having never occurred during most people's adolescence.

One part of that theory Giles was infuriated with was that no one actually knew what caused this X-gene to go from dormant to latent to active. While most agreed it occurred during puberty, there have been documented cases of newborns possessing active mutant powers and still other cases where powers didn't manifest until later in life. It was quite clear to him that while they had an idea, nobody actually new.

The only two authorities on the matter that had been willing to admit any such thing had been Dr. Moira MacTaggert, who operated a research facility on Muir Island and Professor Charles Xavier who was the founder and headmaster of The Xavier School for Gifted Youngsters in Westchester, New York. Both had been forthright and amicable, neither one becoming the least bit hostile when he questioned them. MacTaggert had been a tad more fire to her responses, but Giles put it down to her Scottish ancestry more then any ambivalence she may have felt with him questioning her theories.

Normally Giles would have read the paper at the table in his courtyard; enjoying a bit of fresh and what passed for cool air in Southern California. Instead he would simply have to read the paper indoors. He sat down at his counter and opened his paper. His dark eyes went wide at the bold caption:

**Bruce Wayne Arrived In Sunnydale**

He reread the headline a second and even a third time; it never changed. He quickly scanned the article, flipping ten pages in to pick up the last half of the story. Apparently Bruce Wayne had been visiting a number of small towns across America; what he was searching for he didn't really make clear, but he alluded to several things and the paper made even bolder assumptions. They didn't come right out and say it, but they more then hinted that Wayne was looking to move Wayne Industries' cooperate headquarters from Gothem to Sunnydale.

Giles had to shake his head. The story was an obvious farce; not worth the paper the ink was printed on.

He flipped back to the front page. Bruce Wayne was in Sunnydale. He was here for some reason that much was obvious, but what was it. Finding out what would take some investigating. Perhaps Willow would be able to dig some information out of her infernal computer.

* * *

Bruce Wayne studied the newly appointed Mayor of Sunnydale Adrian Dekor; a tall man with dark yet receding hair and a lazy right eye; the lid was nearly closed giving him an almost dozing appearance and Bruce didn't believe how unassuming the man was. After five minutes with the man Bruce knew it wasn't his personality that had won him the special election Sunnydale had held six months ago; but rather his hard work and dedication.

His commitment to make Sunnydale a better, safer place to live.

He had been living up to his promises as well. He had been bringing in new jobs; government contracts, private industries. It was one of the reasons that Bruce had managed to arrange a meeting so quickly.

Coming up with a reasonable explanation had actually been harder. So he had come up with the secretly touring rural America, looking for areas; medium sized towns, small cities that Wayne Industries can expand into; help grow and The Wayne Foundation would be able to make a difference; both in the schools and in the communities.

He had been suitably annoyed when a gaggle of reporters found him at Sunnydale's Hilton; vowing to find the employee who had leaked his whereabouts and seeing to it that they were dealt with in a suitable manner. Yes, he had heard about the explosion; he had been in contact with top executives all along, but felt the research he was involved with was far too valuable to sacrifice at this point in time just to reassure the masses of his well being. The people that needed to know he was alive in well knew and that was all he was concerned with. What was he involved with? That's something you're just going to have to wait and find out. A statement will be released later in the day. If you'll excuse me?

And pushed me his way to freedom.

The death rate, which had been so high six months ago, had plummeted since he took office. The police force, one that had always been undermanned for years, double and then tripled almost overnight.

It was a drastic change from how things had been done in Sunnydale under the old Mayor, to say he had been lax in certain duties would be kind; to say he was one of the most corrupt individuals Bruce has ever come upon would be accurate. From the snooping Bruce had done he had found out some interesting facts about Wilkins; such as the man had been Mayor of the town from its inception to his death seven months ago.

More than a hundred years.

Bruce had to wonder how the man had managed to get away with it. How was it possible for the entire population not to know it was the same man year after year? He would never believe so many people could be so oblivious for so long; but he didn't want to believe the town, the entire town would turn a blind eye to what was going on here. From everything he had uncovered that seemed to be exactly what had taken place.

It was like there was some kind of spell over the town.

"So what exactly is it about Sunnydale that attracted you to our fair city Mr. Wayne?" Adrian asked. His voice was subdued, and sounded as lazy as his right eye looked.

Bruce smiled engagingly as he sat forward. "Sunnydale has made great strides in recent month, ever since you've been charge. Granted, six months isn't much of a gauge to go by, but I have to say… I like what I've seen so far." _Always better to use the truth whenever possible_. "You're trying to bring in new industries and I'm always looking for towns that I think would be a good fit for Wayne Industries."

A faint smile slipped across the Mayor's lips. "Would you mind my being completely frank with you Mr. Wayne?"

"Please," Bruce said curiously.

Adrian nodded not expected a different answer. "Sunnydale really isn't a good fit for Wayne Industries… before you say anything, please let me finish," he said quickly before Bruce could begin protesting. "What you see with Sunnydale… isn't always what you see. The changes you've mentioned Mr. Wayne, are for the most part, cosmetic. Sunnydale is a rather unique town, I don't know why that is and I don't really care, but there are certain… powers that have to be catered to, no matter how distasteful, within Sunnydale's distinctive population, one that, aside from a few undesirable elements that dominated this town for most of its history, an element which has… dwindled in recent months, has integrated itself into the mainstream quite smoothly. Like your Gothem…" Bruce would swear he saw a knowing light in the man's eyes. "…Sunnydale also has its own protector prowling the dark. Her and her little group of friends have done quite a bit to ensure this town's safety. Now I'm not saying you should leave town… obviously you have business to attend to in Sunnydale. By all means, stay as long as necessary, under what ever pretense you chose." He stood up, and still seemed as unassuming as he had when Bruce first met him. "I would however suggest that you take extreme care during your nocturnal activities…" He seemed to search for what say. "…Sunnydale isn't as forgiving as Gothem, and the world would be a much darker place if you were to fall under its influence."

Bruce stood up as well, caution warring with aggression. There was no mistaking the hints and innuendoes the Mayor was tossing around. Still he hadn't said anything outright. "You'll forgive me if I'm a little slow here… But exactly what point are you trying to make here?"

Adrian smiled at him; an amused little grin. "I think you understand very well, every point I've made? If you don't mind…" He said moving towards the door.

Bruce really had no choice but to follow, that or wring whatever information he could out of the man. A task that might be harder than he first assumed. The man had secrets all his own.

He pulled open the door, an all too pleasant smile plastered across his lips. "If you do decide to stay in town… You might want to do a little sight seeing; Sunnydale University has a fairly remarkable campus. Especially the north side, a hundred paces east of the old stone foundation… the one with the split trunk tree in the middle." He extended his hand. "I sincerely thank you, on behalf of myself and Sunnydale, for your consideration."

Bruce decided to maintain appearances and shook the man's hand. Whatever game the man was playing Bruce could play as well. "I wished things could have worked out differently."

"I have the feeling things are going to work out just how they were meant to. Good luck on finding whatever it is you're looking for." Adrian took his hand back as he finished saying, "Mary will see you out Mr. Wayne." He then turned back into his office and closed the door behind him.

"This way Mr. Wayne," a woman Bruce assumed was Mary said with a simple gesture.

Bruce followed her without really seeing her, his attention was focused on the business card that Adrian had somehow slipped into his hand without him ever being aware of it. On it was a simple fifteen digit series of numbers and letters. It was a code of some kind, that much was obvious, but to what he had no idea. He did have a feeling he was going to find out very soon.

"Have a good night Mr. Wayne."

"The same to you Mary," he replied stepping into the elevator. He didn't like being used, and that was exactly what Adrian Dekor was doing. From what he said; the man knew he was Bat Man, how that could be possible Bruce didn't know. Aside from a select group of people; none of whom would betray that trust, nobody knew he was Bat Man. He also knew who the slayer was; that had been clear as day as well, but was he telling him he should seek her aid or avoid involving her. He would probably do the latter since he disliked asking for help from anyone; even his closest friends, never mind alone a total stranger.


	4. Chap 4: Dancing in the Dark

Musical Note: "Dancing in the Dark" is performed by Bruce Springsteen. Lyrics can be found at sing365 com

* * *

Chapter Four: Dancing In The Dark

Jubilee sank into the deep, leather padded chair that sat beneath the large, square window in the outer office of Angel Investigation. She kept her hands shoved into the pockets of her yellow duster. Her dark hair was cut short, though a longer shock kept falling in front of her left eye. Her large framed sunglasses, purple this month, were propped up on top of her head like they always were when she was in doors.

The room wasn't small, but it felt cramped to the young girl; with the desks and filing cabinets, the railing separating the staff – Angel, Wesley, and Cordelia – from the client, namely her.

Normally Jubilee wasn't the sort of person to feel intimidated. She had rescued Logan from the Reavers; faced down Sabertooth, fought alongside Ghost Rider during a Brood invasion, help defend the planet against numerous alien incursions, survived encounters with Sinister, Apocalypse, and Onslaught. Such actions didn't lend one to being a quite, unassuming, or retiring type of person.

Angel however effected a quite presence that dominated the room. When he talked, his voice was always calm and controlled. He seemed very reserved to Jubilee.

What surprised Jubilee the most about Angel was that Buffy had dated him. The Buffy she knew always went after the pretty boy, guys with athletic builds who could have stepped off the cover of GQ. She wouldn't have given Angel a second look; a perpetual scowl marring a semi attractive face, a heavy brow gave him a slight Neanderthal look, a small pouch around his waist – just noticeable – with dark hair that looked like it hadn't seen a comb since the turn of the century.

The last century.

Cordelia seemed the like the type of person Buffy would have hung out with, although after only knowing her for a few hours the tall brunette seemed a little soft to withstand the blonde's razor sharp jabs and barbs. Everything the older girl talked about revolved her; her aspiring acting career, her out of date wardrobe, her lack of a social life.

The tall brunette had been genuinely surprised to learn that Buffy had been a world class bitch before moving to Sunnydale. As surprised as Jubilee was to learn that Buffy had undergone such a radical metamorphosis after she moved to the small town a few hours south of Los Angeles.

Learning how her life had changed sort of made Jubilee feel bad about how she had immediately jumped all over Buffy. Buffy's life hadn't been any easier then her own; at least that was the impression she got from Cordelia.

What Jubilee was really trying to figure out right now was how Cordelia got the job as Angel's secretary. To be kind her computer skills were non existent and her idea of filing involved paper, a steel trash can, lighter fluid, and a match. The phone was the one area Cordelia excelled in, Jubilee had never seen anybody juggle half a dozen different phone calls with such skill before; only most of the time she spent on the phones was for her personal reasons.

The hardest person there to figure out was Wesley Windham-Pryce. An English academic, more then likely an Oxford graduate with numerous degrees, maybe even a PHD or two. Jubilee knew there had to be a story there just waiting to be told. Every few minutes he would remove his thin, wire framed glasses and wipe the lenses down.

"All in all it will take quite a bit off doing if we are to successfully penetrate Wolfram Hart and retrieve the file we are after," Wesley finished. He pulled a white handkerchief from his pocket as he removed his glasses with a sheepish look around at the group.

"I can get in and out," Angel declared with unwavering confidence. "A small distraction might come in handy when it comes to getting back out."

Jubilee wasn't sure how much she trusted Angel; she hadn't mentioned the M word yet. She had been outside the law office of Wolfram Hart when Kitty called. According to Buffy the law firm was evil, and not in the, "we're greedy and we are going to squeeze every scent from your cold dead hands we can" – although they still did that – but more in a Sinister or Apocalypse kind of evil.

An Interdimensional House of Evil.

More then anything though, she wanted to know why her parents would have dealings with an institution like Wolfram Hart. "If it's a distraction you want," she holds out her hand as a number of multicolored balls of plasma appear in her palm, "it's a distraction you're gonna get." She tossed the balls into the air where they exploded with little pops and flashes of brilliant lights.

* * *

Moira poured over the data she had accumulated over the last few hours. A phone call she received late last night had intrigued her. Rupert Giles, a man whose dismissal from the London Museum had been noteworthy enough to make the back pages of the London papers four years ago, had been inquiring about genetic mutation.

The X gene.

It had taken her very little effort to find out what the man had been doing for the last four years. At times she still marveled at the internet; a few key strokes and a person could find out anything they wanted to know. In some cases it cut research time down to nothing.

With his credentials he could have procured a job in any number of prestigious institutions the world over, but he had taken the position of a high school librarian in some flea speck town some two hundred – or so – miles south of Los Angeles.

He held the job for two and a half years; until the school was destroyed by an alleged gas main explosion that occurred during the graduation ceremony. The loss of life, while tragic, was extremely light when compared to the number of people in attendance. The autopsy reports she was able to get her hands on were inconclusive to say the least.

Either something other then a gas main explosion had taken place at Sunnydale High School, or something… someone had kept the majority of people from being killed.

The phone call could have been just what he had said it was; an inquiry about a scientific debate between colleagues. Only that story felt wrong to Moira.

He was a high school librarian though, an age when most mutants first manifest their powers. It was far more likely he had discovered one of the students at Sunnydale High School was a mutant.

She picked up the telephone and dialed the transatlantic number from memory. Not surprisingly it only rings once before it was answered. "Good morning Charles, I hope I did not catch you at a bad time?"

* * *

"You wanted to see me Professor," Rahne said stepping into Professor's Xavier's study. She spotted Remy Lebeau leaning lazily against the window frame. He had the window partially open allowing a chilled wind to enter and the smoke from his cigarette to waft outside.

"Thank you for being so prompt Rahne," Charles said somberly. The young girl had grown up so much from the child he had first meant more then half a decade ago; strong, bold, confident. While at the same time remaining true to herself, but more seasoned with age.

"You did make it sound rather urgent," Rahne replied sounding a little put off.

"My apologizes," Xavier said simply. "I hope I didn't pull you away from anything."

Rahne gave her head a little shake. "Nothing that would not keep."

"Professor here has a way of doing that, eh?" Remy crushed out his cigarette between his fingers and then flicked the stub out the window. He wasn't sure why he had come here, except that he could use the distraction.

Charles spared the Cajun born mutant with a glance. "I appreciate both of you for coming so quickly," he said as the pair settled in. "Early this morning I received a call from Moira… yes Rahne she's well, all things considered…"

"Something more then a social call?" Remy asked as he removed a deck of cards from somewhere within his coat. Negligently he started flipping through the cards.

Xavier nodded slightly as he said, "Like myself, Moira received a phone call yesterday from a former high school librarian looking for information on genetic mutations."

"So you be thinking he's found himself a mutant dwelling in his little school," Remy said as he made the cards disappear and reappear.

"Is that true Professor," Rahne asked in concern. She remembered how the people of her home had reacted when they discovered she was a mutant.

"Simple, no? You hop on down, hook that big brain of yours up to Cerebro and scan the town," Remy suggested a little annoyed with having wasted his time. Not that he had been doing that much with it.

"Unfortunately things aren't that simple," Charles answered.

Remy smirked mildly as he asked, "When are they?"

"Sunnydale and the surrounding area is blanketed with some type of interference. Even with Cerebro amplifying my powers I haven't been able to break through," Charles explained.

"So you want the pair of us to go and check it out?"

"In a word Remy… yes."

Remy smiled that indulgent grin of his and said, "All you had to do was ask."

* * *

Bruce could feel the strain between himself and Dick over the phone. The silence stretched on for a protracted moment. Neither one wanted to dredge up the past. There were too many scars buried there; scars that had simply scabbed over without ever healing properly. Their relationship had been tense for several years now, differences of opinions that have been allowed to take on a life of their own. Still when he needed him, Dick was there. One day he was going to have to correct the mistakes he has made over the years. "How is everything?" He asked over the secure phone line.

There was a slight pause before Dick answered saying, "This is Gothem, Bruce… how do things normally go?" Bruce frowned slightly at the flippancy in Dick's tone. "It's sort of like old home week. Nothing I can't handle."

"Don't get overconfident," Bruce warned.

"I'm not…" Dick started anger tingeing his voice. "You made sure of that," Dick said after a moment. "How's your investigation going?"

Bruce's frown quickly turned into a small scowl as he thought over the last few days. "I'm not sure… If everything goes according to plan I should be back in a couple of days. Think you can hold the fort down until then?"

"It shouldn't be a problem," Dick answered. "If anything major should pop up I can always call in some back up."

"Sometimes there are advantageous to being part of a team," Bruce replied looking out his window.

"So you're finally admitting that?"

"I've always said that… but I've also said there are advantageous to working alone."

"Like calling all the shots?"

"The autonomy is part of it…"

"What about the next board meeting?" Dick asked.

"Do what you think is right… I trust your judgment." He took a deep breath and said, "thank you. I know this is pulling you away from your own life… I'm sorry about that."

"I told you I'd always have your back old man, I'm just glad you actually called."

A young woman, no more then twenty-five passed beneath his window. "I'm glad I was able to make the call." Several blocks up the street a trio of men in drab green military garb slunk from shadow to shadow. "Got to go."

"Business?"

"Personal."

"Stay safe," Dick said into a dead phone.

In only a matter of seconds Bruce was in costume. He pulled open the window and pushed the screen up. He stood poised on the sill, a heartbeat away from committing himself to the jump, when a faint crash pulled his attention in the other direction.

The direction the woman had gone.

It could have been nothing; a cat knocking over a garbage can. It could have been, but he doubted it. Even in Gothem, where cats were far more prevalent, there weren't coincidences that big. And Sunnydale – were the death rate was four times the national average – made Gothem seem Mayberryesque.

His decision was made in a heartbeat. Not that there was ever much doubt in what he was going to do.

He pivoted and launched himself into the empty space outside his window. He fired his grappling hook at a stone protrusion, it wrapped around coming taut in a moment, and Batman swung upward. Disappearing into the night.

* * *

"There're a few words people use when somebody enters their domicile without permission… They're breaking and entering. So," Kitty began as she looked over the trio in front of her; Willow looked as if she were going to be physically ill, Buffy had a defiant glare in her eyes, and Spike simply looked like he couldn't care less about what Kitty had to say. "Anybody want to tell me wants going on here, or should I forgo campus security and just give Sunnydale PD a jingle."

"Wasn't no breaking," Spike said sounding annoyed with her. "Picked that lock clean," he finished triumphantly.

"You go ahead and tell that to a judge," Kitty challenge pleasantly. Her voice was soft, but there was no mistaking the steel it possessed.

Buffy tilted her head towards the bed and snorted, "Not like you're in much of a position to talk." The oriental weapons arrayed on the bed spoke volumes.

Kitty shrugged without one once of concern. "I'll take the dorm reprimand for the weapons violation. A class A felony on your sheet will probably make a more… lasting impression on your life."

"Don't know a whole lot about Sunnydale, do you?" Spike inquired cryptically as he liberated a cigarette from his pack. He lit it with little concern for anyone else's desire.

Buffy glared at Spike while Kitty ignored it. After years living with Logan, Remy Lebeau, Pete Wisdom, and Sean Cassidy she actually found the aroma reassuring. Something about Spike nagged at her. It wasn't anything obvious so she pushed the feeling aside while she dealt with the situation at hand.

"Maybe we could discuss this guys?" Willow suggested trying to be the voice of reason before things got out of hand. "Shouldn't we?"

"Spike entered her room Will," Buffy reminded her.

"All of you entered my room… Conspired to enter my room," Kitty responded.

"Without an invitation," the blonde added with significance.

"Kitty's a demon?" Willow mumbled incredulously, trying desperately to figure out another reason why.

"Huh?" Kitty asked succinctly.

"Vampires need an invitation to enter a residence… house, apartment, dorm," she emphasized, "occupied by humans," Buffy explained.

Kitty blinked at the explanation as her mind quickly put the facts together. Spike was a vampire. Spike didn't act like any vampire she had ever encountered, nothing like Dracula. He was also working with humans, something vampires never did, not willingly anyway.

"Dracula never needed an invitation," she said after an extended pause.

"Dracula doesn't exist," Both Buffy and willow say almost in unison.

"Pouncy bugger owes me eleven pound," Spike growled.

Buffy and Willow look at each other and said simultaneously, "Giles said Dracula was a work of Fiction," and, "You asked that first day in the library."

"He's real enough," Kitty guaranteed in a low growl.

Spike exhaled a cloud of smoke as he said, "Done more harm to vampires the world over then the entire line slayers together… not that he cares with all his pansy gypsy hocus pocus."

"How could Giles not know?" Buffy mumbled to herself.

"Maybe the council sort of overlook him?" Willow suggested helpfully.

Buffy shoots her best friend a concerned look. "He's got books written about himself… Blockbuster movies. You don't get much more limelight then Dracula."

"Interesting as all that is," Kitty said cutting into their conversation, "It still doesn't explain why you would bring a vampire into my room?"

"We were testing a theory," Willow explained to Kitty. The redhead then looked at Spike and added, "and Spike's the only vampire we kind of trust."

Spike tossed his cigarette butt out the window as Kitty blurted out, "You trust a vampire?"

"Not like they got much of a choice in the matter," Spike scoff in disgust. "Bloody Initiative stick a chip in your head so you can't do what you love doing."

"Killing humans?" Kitty growled.

Spike smiled as he held Kitty's glare. "Yeah," he agreed. "It's what we demons do."

Kitty grabbed the hilt of her Katana that was lying on her bed; she spun bringing the sword over her right shoulder as she wrapped both hands on the hilt. Her downward stroke stopped suddenly as Buffy stepped forward grabbing Kitty's wrist. Kitty had a good five inches on Buffy yet her arms didn't budge.

"What are you doing?" Buffy asked without any strain in her voice.

"Killing a monster," Kitty growled. She was impressed with Buffy's strength, but found her lack of understanding the subtle intricacies of the martial arts to be a blessing.

"He's helpless," Buffy hissed.

Kitty shifted her stance; bringing her body closer to Buffy's. "I don't care," she hissed. Kitty slammed her right knee into the nerve cluster in Buffy's inner right thigh, just below the juncture of her hip causing the leg to go numb. It was as if the limb just went to sleep. Kitty phased and twirled to the right.

Buffy stumbled to her right as the support Kitty had provided vanished. She reached for the older girl, but her hand passed through her like she was a wisp of smoke. Suddenly she understood how they had entered the room without her hearing the door open or close.

Spike squinted minutely as Kitty's scent disappeared once she went immaterial. He knew he would have to time his move perfectly if he wanted to keep his head attached to his shoulders. He stepped towards Kitty following her pivot.

The razor sharp blade sliced through the air; he imagined he could hear it whistle, but the fact was it cut the air silently. It practically flew towards him of its own violation, screaming as it closed with his neck. The blade was impossible close when her scent exploded in his nostrils. It was strong and gritty, determined and deadly. He moved with speed graced upon vampires and few other creatures.

He struck like a viper, his fist connecting with her wrist. Her hands flew back; the sword fell to the floor even as Spike clutched his head and staggered back a step with a heartfelt curse of, "bloody hell!" He took another step away as he pressed his right palm into his temple. "Every bloody time," he bit off.

"Sorry," Buffy said not sounding sorry at all.

Both Kitty and Spike glared at her. "What was that?" Kitty demanded pointing at the vampire. She forced the pain in her wrist aside.

"I told you… he's helpless," Buffy answered angrily. "The Initiative captured Spike, they shoved a computer chip in his head that prevents him from harming humans," she explained.

A look of horror settled on Kitty's face at Buffy's explanation. It quickly turned to disgust. "And you're dating one of those Nazis?"

"Riley isn't…" Buffy frowned as she asked, "you know about the Initiative?"

Too late Kitty realized she had blown her cover. She blew out a disgruntle breath, "They're the reason I'm here. Walsh has taken the operation rogue, which might have been her plan all along since none of her research is worth the disk space it takes up."

Buffy rolled her eyes. The last thing she wanted to deal with was even more techno babble. "So you're suppose to take down the Initiative… all by yourself?" Her voice was laced with ill concealed sarcasm.

"Of course not," Kitty answered picking up her sword. She eyed Spike warily, what the Initiative had done to him was wrong. Those kinds of experiments, on anyone were wrong. The Nazis had been wrong when they performed genetic experiments on their prisoners. Genosha was wrong with what they had done and so was Magneto for continuing it; and this wasn't the first time America had done something along these same lines. They had been as wrong as anyone. "I'm here to find their base, plant the homing beacons, then kick back and let the professionals go to work."

Concern touched Buffy's eyes as she asked, "What's going to happen to them?" She knew quite a few of the soldiers that comprised the Initiative's fighting force. Almost all of them went to school here; at most they were only three to four years older then her.

Kitty shrugged as she said, "I don't know. Walsh and her staff are probably going to face criminal charges. The soldiers… I just don't know." Kitty kept to herself that Nick was hoping somebody would open fire on his forces so he could save the taxpayers a few dollars. She didn't think Buffy needed to hear that.

Spike had no qualms about sparing Buffy's feelings. "I can take you right to the tree house those frilly little Nancy boy poofters play soldier in."

"I already know what building they stay in, I even have an idea where their base is… only there's an energy field that I can't phase through."

Spike looked deflated. He had really been wanting to see the Initiative go down, more importantly he wanted to watch as Captain Cardboard, the great Riley Finn, get what he's got coming to him. Specifically a horrible, gruesome death… at his hands.

"I don't know the code or anything," Buffy said slowly, "but Riley once told me about a back door."


	5. Chap 5: Bad Moon Rising

Musical Note: "Bad Moon Rising" is preformed by Creedence Clearwater Revival. Lyrics can be found at sing365 com

* * *

Chapter Five: Bad Moon Rising

On a cloudless night, the big moon and a thousand stars populating the sky provided Kitty with almost as much light as a standard flashlight. Only Kitty found this preferable. A flashlight would have given away her position; if anybody was looking, which given where she was snooping was more then likely.

Secret government installations run by a rogue faction were funny like that.

The small alcove that Kitty knelt in now had been carved out of the rock hillside six years ago. She had already circumvented both close circuit security cameras. If the base didn't possess an electric magnetic security shield she would have been inside already; doing what she came here to do, getting her father out from under the government's heavy heel.

As it stood the most she can do now was rig the sensors so that when Buffy, Spike and Willow opened the door it would still register as closed. Kitty wasn't that surprised the trio had decided to help her out; after all Buffy was trying to keep the man she loved out of prison.

Her information about the Initiative had simply confirmed what Buffy had suspected all along. The blonde's initial instincts were as accurate as Logan's; from what Kitty could tell Buffy often did a wonderful job of suppressing them.

Kitty hoped, for Buffy's sake, that Riley Finn was worth it. In her experience though, a bigot was always going to be a bigot. Aside from a folder containing the bare details about his life, Kitty didn't know enough about Riley to form a conclusive opinion about what kind of man he was. She didn't think she would want to know because anyone who knew what was going on in the Initiative and continued to be a part of it; didn't try and shut it down, expose them, bring them into the light, wasn't somebody she wanted to know.

Still, if Buffy wanted to try and save him that was her business and she wasn't going to try and dissuade her.

She wished she knew how things were going on Buffy's end. If everything was going according to plan then Spike and Buffy should have reached the secondary control room by now and contacted Willow. If the uplink she had whipped together didn't give Willow complete control of the base's computer system; the petite redhead would still gain access to the base's schematics and she would then be able to talk Buffy through the procedure to open the back door.

"A picture will last longer," she informed whoever had been watching from the semi dark woods behind her. She had been feeling their eyes bore into her back for the past ten minutes now. She figured if it was one of the creatures that went bump in the night it would have attacked by now.

Kitty felt rather then heard the person land on the ground. They were quiet, nearly as quiet as Logan. Without effort she glided smoothly to her feet, pivoting as she rose, to face the man emerging from the darkness.

Despite years of training Kitty was still taken back. It was similar to how somebody would feel seeing Wolverine ghost out of the night. If he had reason to be displeased with you.

"Wow, never expected to meet Batman in Sunnydale, Gotham yes, Sunnydale no," she commented dryly.

Bruce frowned at the nearly adolescent comment. It was something he would have expected from Drake not a seasoned warrior like the X-Man Shadow Cat. The girl had undergone a drastic metamorphosis since she, and her fellow X-Men, along with Robin and his Teen Titans had thwarted Darkseid and the apparition of Dark Phoenix seven years ago.

Of course seven years in this business tended to do that to a person. Dick was a prime example of that.

Dick had described Sprite as an exuberant young girl with a quick mind, possessing a genius level I.Q., and as fearless of a person as he has ever met.

Now Shadow Cat was accounted as a competent field leader. According to reports she could make a computer jump through hoops, and her comprehension of applied physics was off the charts.

She was also accounted one of the finest warriors; her name was beginning to be mentioned in the same breath as Wolverine, Mystique, Deathstroke, Nightwing, Bullseye, Deadpool, and himself. Where she came by so much skill, so suddenly was a matter of some speculation, but the only ones to know the truth were her and Wolverine, the person most consider her sensei.

Any group capable of defeating Darkseid deserved respect, but the X-Man have always been a group that garnered distrust more then anything else. Part of it was because of the secrecy they maintained. Another was because of some of their questionable actions; accepting Magneto in their ranks, more recently the Juggernaut; their attacks on the Pentagon, the Senate building in Washington, Norad, New York's prestigious Hellfire Club. Those were just a few instances; there were countless others.

Most was simply because they were mutants; humans born with powers that set them apart from humanity. They were nearly identical to meta-humans except buried in their DNA was a specific X-Gene. A gene meta-humans didn't possess.

"Not many people would have known I was there," he said tossing her something of a backhanded compliment.

Kitty shrugged trying to figure out why Batman was standing half a dozen feet from her. Her mind quickly put together what facts she knew. First; unless he was on business for the Justice League, Batman was rarely ever seen outside of Gotham; which just happened to be the home of Bruce Wayne, who had disappeared for an extended period before reappearing here in Sunnydale.

While she had never meet Bruce Wayne, personally, his face had been plastered over more then enough magazine covers that she would know who he was if she ever did meet him. It wasn't too difficult for her too super-impose Wayne's features on top of Batman's mask.

Dick Grayson, Bruce Wayne's adoptive son had returned to Gotham during Wayne's absence to run the day to day matters. Kitty wasn't sure if she should be surprised or not that Nightwing had suddenly taken to prowling Gotham's shadows. It would take a bit of digging on her part to find out where Grayson has been hanging his hat recently, but once she did and if it coincided with Nightwing's haunts she probably found the original Robin.

It was nothing more then conjecture and unsubstantiated speculation on her part. Still, Kitty knew she was right. She had been playing this game a very long time and knew how the whole secret identity gig worked. Anonymous college student worked so much better then photographer, reporter, or flamboyant billionaire.

Bruce saw the flash of recognition in her eyes and knew the reports of her intelligence weren't even close to being accurate. In seconds she had gleaned a truth he had shared with only a select group of people he trusted.

"What can I say," Kitty said as she realized that he knew that she knew. "I'm special like that!"

"I thought the term used was gifted," Bruce suggested showing a touch of his ire. He was angrier with himself for underestimating her.

Kitty snorted at that. "Tell you what, you live a couple weeks as a mutant and then tell me just how gifted you feel. You know; if you're not lynched by a mob of bigots, or executed in the name of racial purity."

Bruce frowned even though he could understand her anger. He worked extremely hard to keep that type of hate mongering out of Gotham, but he knew he couldn't get it all and that in some part his city the hatred still smoldered.

Instead of responding to her scenario he asked, ""What's the X-men interest with the Initiative?"

"They're not," Kitty replied.

Bruce stared at her with a hard gaze as he asked, "This something you stumbled into?"

The corner of Kitty's lip quirked into a small smirk as she said, "Not exactly." She relaxed slightly, although Bruce didn't seem to notice as he remained vigilant. Kitty looked up at him hopefully. "Say you wouldn't happen to have any experience dealing with omnipotent government agencies?" His scowl gave her all the answer she needed. _Sheesh, he could give Scott a lesson in humorless glares_. "Short version, the Initiative is a rogue operation that S.H.I.E.L.D. is attempting to shut down. I'm suppose to locate the entrances and mark them."

"Suppose to?"

A light shrug began her answer, "They'll get their call once I make sure Welsh's research never sees the light of day."

"Making an enemy of Shield," Bruce gave his head a small shake. His voice sounded like grains of sand were lodged in his throat. "Not a very smart move to make."

"Probably not," Kitty replied with an indifferent shrug. "But making sure I'm on Nick Fury's Christmas card list isn't a high priority of mine." She became serious when she realized her banter was falling on deaf ears. "We condemn what the Nazis did, yet turn a blind eye when our own country is doing the same thing… Simply because the subjects that are being used are looked upon as something less then human."

"I'm not here for any personal vendettas," Bruce said moving around her. "Justified or not."

"Right," Kitty drawled out slowly. "Local safety inspector called in sick and you're just filling in, making sure it meets federally regulated guidelines for hidden military research installations."

"Despite what you believe Shadow Cat, most people don't fear mutants simply because you exist," he said stopping next to the door. He quickly punched in the code he had been given. "Sometimes you people do give normal humans cause to distrust you. Most of you operate under such a veil of secrecy, in the shadows, that nobody has the slightest hint of what your agenda is. And the few like Magneto…"

"Like you have a lot of room to talk," Kitty sniped irritably. Sure, in the end Magneto made pond scum feel like luxuriant scented oils as they were massaged into tired muscles, but there had been a time when she had considered him a friend, a role model, but his own personal history, surviving the holocaust, coupled with his growing paranoia and unique insanity had robbed the world, not just of what could have been a great man, but of everything… Everyone he destroyed. She wished they had been able help him, but more then that she wished they could have saved everyone that died at his hands over the years.

Only she couldn't.

And the few that could shouldn't try. The attempt would just cause more problems then it would solve.

Bruce looked back at her as the door clicked open. "Coming?"

"Thought you'd never ask," she answered. All she needed was for Buffy and Willow to set up the link between her Notebook and the Initiative's base computer. Once they accomplished that task everything would take care of itself. And for all of Willow's innate skill and talent with computers, she won't even be aware of what is taking place.

As Logan had taught her so long ago, Kitty locked the flutters she felt away. She was a trained warrior, and couldn't allow her fears to control or hinder her. Kitty stepped through the doorway like a warrior born.

With clinical detachment he noted the way she moved, a cross between a Bushido Samurai, a Ninjistu Assassin, and something like a classically trained dancer. It was a very unique combination.

Bruce followed behind her. He had some idea as to what he was going to find within the Initiative, something he did know was that things had become even more complicated. Whenever an X-Man was involved things had a tendency to become that way.

This mission had become very complicated already.

And it had just gotten underway.


	6. Chap 6: Get the Funk Out

Chapter Six: Get the Funk Out

Armed soldiers surrounded them, had them in their sights. Scientist, Doctors, even lowly technicians were studying them with an evil gleam glittering darkly in their eyes.

That was what it felt like to Buffy as her and Spike made their way across the Initiative's main floor. She was dressed like a standard technician; white lab coat with a geeky pocket protector and thick horn rimmed glasses, dark turtleneck, beige slacks, and very sensible shoes.

There were a dozen faces she recognized, upperclassmen, TA's, Graduate students, Teachers; people she saw all over the campus. Buffy couldn't believe how many people she knew, she couldn't believe none of them recognized her. It said something about the effectiveness a pair of glasses had as a disguise, she wondered just how many heroes out there did nothing more then remove a pair of glasses, and presto they were someone else. It didn't hurt that most people saw what they expected to see and nobody expected to see Buffy Summers here.

Or Hostile Eighteen.

Spike walked along at her side, the camouflage fatigues he wore were a shade lighter then the Initiative's forest green uniforms, but again, no one noticed. He moved through the compound as if he belonged there; belonged and was on important business. Business that better not be interrupted, and if you planned to interrupt him, you had better have cause.

His attitude made Buffy nervous. The last thing she wanted was people remembering them. As it was, they were something of an oddity. She didn't notice too many technicians within arm's reach of any military personal.

She noticed Spike was receiving a few insinuating smiles, a handful knowing winks. Buffy felt suddenly ill once she realized what those smiles and winks stood for, what everyone thought she was planning on doing with Spike.

The nausea faded quickly, replaced by revulsion, which turned to outrage faster then a whirling dervish. Behind the thick lenses, Buffy's intelligent eyes glittered with dark ambivalence.

"Remember what we're here for love." Spike's words sounded like they were whispered directly into her ear. Aside from her and Faith – if Faith ever woke up – there wasn't a human alive, none in the immediate vicinity that could have heard him.

"Most of these twits will be spending the next twenty years in one of your cozy little federal prisons," he continued without missing a beat. _Five pain free minutes with the lot of them would see justice meted out right proper_.

Muttering colorful epithets under her breath, so low that even Spike had to strain to hear half of her inventive phases, Buffy breezed through the compound completely unconcerned about anybody that might be watching her. Nearing her destination, one of the four access tunnels marked, "Authorized Personal Only", the urge to break into something faster then her dignified stride was extremely tempting, almost irresistible, but she managed to hold her pace steady.

Spike easily matched her shorter stride. The bland frown creasing his lips was in stark contrast to the nearly giddy amusement he felt in his gut as he imagined an even more gruesome fate for each person he set eyes on. At the moment, Spike knew he was in no condition to see them through, carry them out personally as it were, he could still pay to have a person eviscerated. It wouldn't be as satisfying, but he'd still take a good deal of pleasure from watching their grisly demise.

He was a pace behind Buffy entering the nearest of the four corridors, twenty feet down it turned to the left at a sharp ninety degree angle. The pair turned the corner in stride with each other, the hard, the thud from his black rubber soled combat style boots made an odd counter point to her much softer click and clack of her flats.

Buffy reached into the deep pocket of her lab coat and removed a small earpiece that she quickly slipped into her ear. "Willow," she said softly, testing the high tech equipment. "Willow," She tried again a little louder, "you there?"

"Think you're suppose to say, Over. Or some such nonsense," Spike grumbled as he glanced back the way they just came. They took him unawares once, when the Slayer had kept him distracted, and ended up with a chip in his head for all his trouble. He'd be able to use the Icecaps for ice cubes before that ever happened again.

Buffy turned slightly with a confused look clouding her features. "What?"

"Hell," Spike groaned. "Thought you bloody Americans were supposed to breathe pop culture?"

"If you got a point, I'd appreciate it if you got to it some time this century. Some of us have this annoying habit. Maybe you've heard of it. Aging." She tilted her head slightly, an expectant light gleaming in her eyes.

Spike reached into his pocket, pulled out his pack of cigarettes, flipped open the lid, and plucked one out. He popped the cigarette into his mouth. "I've heard," he said lazily as he fished his lighter out of his pocket, "crows feet, laugh lines," his gaze intensified as his blue eyes scrutinized her, "gray hair."

"What?" Mild outrage laced her voice. "Gray," her left hand patted her dyed blonde hair desperately.

The Zippo opened with a click. His eyes slid down, "A bit of sag."

Her eyes widened, she looked down in horror. "Where?" Spike's smirk touched nothing but his lips as the flame danced and lit the end of his cigarette. She looked back at Spike, saw the laughter on his face. "You louse," she snarled. Her left arm arced back…

"Buffy…"

Buffy's hand flew to her ear. "Ow," she winced. Willow's voice whined in her ear.

"Buffy are you there? I thought I heard you and Spike—"

"I'm here," Buffy cut in sharply.

"I thought I was imagining things, it sounded like you and Spike were fighting, but you and Spike are always fighting so I figured I was just hearing what I—"

"Willow, focus." Buffy turned away from Spike and began walking away, trying her best to ignore the vampire behind her. "Middle of a secret military installation. Bad guys all around. Secondary control room would be helpful right now."

"Surprised the watcher never told you why no Slayer ever made it past twenty-five," Spike said as he followed Buffy down the hall.

"Shut up Spike," Buffy hissed.

"You're going to come to a T section, turn left and follow it all the way to the end. Spike isn't making a nuisance of himself, is he?"

"That whole accelerated metabolism," Spike continued rambling unconcerned by the lack of attention. Ashes, fallen from his cigarette, decorate what had been a sterilized floor, leaving a clear trail for anyone who was looking.

"Shriveled up old crones trying to stake…"

"He's being Spike," Buffy answered trying to ignore the drone that was his voice.

"…Fledglings with their canes, rather pathetic if you ask me."

"Well no one asked," she hissed over her shoulder at him. She couldn't help but wonder what sin she must have committed to deserve to suffer this.

"Major Nuisance."

"Way Major," Buffy emphasized.

Spike leered at Buffy's backside. He couldn't believe he had been reduced to this. The Slayer wasn't worried in the slightest about having him at her back. Six months ago, she wouldn't have blinked in his presence fearing it would cost her the fight, not to mention her life.

Now this.

Five seconds without the chip and she'd remember why he was called the Big Bad. Sink his fangs into that succulent neck of hers. To hear her moan his name in those final moments as she sank into oblivion. He winced slightly and pressed his palm into his temple.

"Just because you're in collage now, away from home and living on you own for the first time is no reason to let yourself go. This is an important time for middle age Slayers like you, proper regimen of diet and exercise can do wonders to hold off things like osteoporosis, chronic joint pain. Really, help firm up that drooping posterior. Say nothing about those cottage cheese thighs."

Buffy's back stiffened, her body became tighter with each word Spike spoke. She knew, suspected anyway, that he was simply trying to get under her skin. Still, it was so very hard to ignore him.

"Won't have to worry about me anymore, tell you true. Slayer on the downside, simply isn't worth my time, fit only for invalids, something for fledglings to cut their teeth on. Definitely not meant for a master in his prime."

Not listening hadn't worked for Buffy, his words, his very voice was like having nails driven through her spine. She didn't for a minute believe a word he said. Spike would try to kill her the first chance he got, the only thing stopping him was the chip. That was just how things were.

"I'm guessing we go through the door on the right," Buffy said as they approached a solid wall where the passage ended.

"That should be the back up Computer Operation Center," Willow informed her.

Buffy glanced up at the, "No Smoking" placard above the door. She found the word smoking inside a red circle with a red line cutting across it diagonally, to be wrong, disturbing. Especially in an installation built for the sole purpose of experimenting on demons. She wondered if use of the symbol didn't violate some sort of copyright law, after all Ghost Busters had it first.

"Put that out," she said turning the knob.

"What the bloody hell you going on about?"

Buffy gestured to the sign above the door. "Smoking's not allowed."

Spike chuckled at that. It was almost too amusing to be funny. "You infiltrate a secret military installation, now you worry about playing by the rules?"

"No one told me I couldn't come here," Buffy replied with a haughty whine. "Do not enter. Go back. This means you. Go no further under penalty of dismemberment. Stop."

His laugh was full, rich. "You're a real work of art Slayer," he said flicking his cigarette against the far wall. Buffy pushed the door open. "Authorized Personal Only?"

"Never saw it," she answered slipping into the darkened room.

"Hope you're that observant next time you go on patrol," Spike mumbled as he passed over the threshold. "Some nasty'll take a bite out of you for sure."

The room beyond was dark, would have been pitch black to any normal human. It had the feel of not being used in a very long time. Spike ran his hand up the wall until he found the light switch. He clicked it on.

It wasn't a big room, rows of sophisticated computer banks were embedded into the back wall and stations were set up along both the right and left sides of the room. Buffy walked over to the left wall and pulled off the dust cloth. She tossed the piece of white canvass to the floor negligently. "This is it," she said triumphantly. "What now?"

"You need to turn the computers on," Willow informed her. "Look for a power switch, maybe a button."

Buffy quickly found what she was looking for and powered up the computers. They came alive with a distinctive whine and whir. Monitors flickered to life, black screens running through lines of programming.

"This feels too easy," Buffy said. "Where are the guards, all the security. We just walk in…"

"Arrogance Slayer," Spike said as he lit another cigarette. "Why lock the doors? Post Guards? Nobody knows you exist but you… Sure as hell don't expect—"

"Why take the chance?" Buffy cut him off. What he was saying did make sense, but at the same time, it didn't. "When people are coming after you, and you know it, you don't leave yourself open."

"Maybe the ring master's an idiot?" Spike suggested bored with the conversation. He didn't really care why nobody was here, only that they weren't. "How about you do what you came here to do?"

_He's right_. _We need to get this done and get it done now_. "The computers are up Willow. What now?" She asked sitting down at one of the stations.

"Load Kitty's CD into the drive—"

"Done. What now?"

"Type run."

Buffy looked at the screen. "It's not doing anything," she informed Willow.

"Hit enter."

"Oh," Buffy mumbled tapping the key.

"Now you want to type in…" Willow began giving Buffy instructions, they came out like rounds fired from a machine gun, with that same klack, klack, klack finality.

Buffy's fingers froze over the keyboard. "Will," she cut in forcefully. "Could you start again, but this time maybe you could try English? Because, I swear, it sounded like you were speaking Greek or Latin or German… Maybe Gretian?"

"Hell," Spike mumbled. He had told himself not to get involved, let the Slayer go off and get herself killed, it would save him a truckload of work in the end. Here he was playing lap dog. He rolled his eyes skyward for a moment before turning his icy gaze on Buffy. It took him two quick strides to reach her. "Hand it here," he said holding out his hand.

"Huh," Buffy breathed out. She looked at Spike's hand with knitted brows.

"The bloody ear-mic, give it over." He gestured impatiently, crooking his fingers several times.

"What?"

"You want to get this done or not? Or you planning on sitting there till they come along and snatch you up like a fat little duckling ripe for plucking?"

Buffy wasn't quite sure what Spike said, but she had an idea what he meant. She stood up, her face drawn in disappointment, as she handed over the earpiece and dropped it into his outstretched hand.

Spike took a quick glance at the mic before looking back up as he slipped it into place. "I'd tell you to go stand in the corner and look pretty, but really, its you, so just don't make a nuisance of yourself."

"Son of a bitch."

"Had ourselves a bit of a change on this end Red," Spike said as he sat in the cushioned, roll away chair.

"Spike?"

"Give the bright girl a gold star," Spike said crushing his cigarette out on the table top. "You ready to put this place on the trash heap."

"What are you doing?"

"Picking up the slack."

"Where's Buffy?"

"Slayer couldn't hack it, so I stepped in. Now you plan on playing twenty questions the rest of the night or would you like to get to work?" He could nearly see the wheels spinning in the redheads mind. Was he telling the truth? Did he do something to Buffy?

"Do you need me to go slow?"

Spike snorted as he settled in. "You go as fast as your surging, pulsing, beating heart desires." His voice was low, filled with his own desire, and his eyes glinted at the imagery of her strong heartbeat. "If I need you to slow it up, I'll let you know."

Buffy watched as Spike's fingers began to dance over the keyboard. _That's just not right_. The thought bubbled treacherously across her mind. She turned away from scene, the last thing she wanted was watch him doing something she couldn't.

The only problem with that was there wasn't a whole lot to watch except Spike. With nothing else to do, she made her way over to the other well and the bank of stations embedded there and removed the dust cloth.

These monitors were small, closed circuit TV monitors, each one showing a different room, a different corridor. "This looks interesting," she murmured pulling up a chair. She sat down and began scanning the monitors. At the top of each screen, a letter and number combination appeared informing her of the location, _Some type of grid_?

Dozens of faces passed in front of her. Once again the number of people she recognized took her by surprise. She couldn't help but wonder how U.C. Sunnydale was going to function with such a large portion of its staff incarcerated in federal custody.

It took her a few minutes, but she located the controls to switch the feeds. She was amazed, frightened and horrified, to realize how much of the campus was under Initiative's surveillance.

The entire town was under their camera. Their scrutiny.

She clicked to another set of cameras and stopped, her eyes instantly drawn to a too familiar face. It jumped out at her, her eyes zoomed in on the one monitor. Riley's face was twice as large as any other image.

He looked terrible. His complexion was pale, haggard, covered in sweat. Every so often his body would spasm. He looked like a drug addict coming off a week-long binge. He clutched his pistol, an automatic 9 mm., in his right hand.

Without thinking Buffy mesmerized the corridor. If she could just get him out of here before S.H.I.E.L.D. shut this place down, Stash him someplace out of the way until things settled down. She owed him that much.

The program Kitty wrote amazed Spike. It was beyond anything he'd ever seen before. He was impressed with Willow, the little redhead had the program doing flips. He didn't bother to tell her the back door was already open, or that Kitty had dumped a worm into their system. If she wasn't able to find it on her own, then she didn't deserve to know about it.

"See that Slayer," Spike began as he spun around in his small chair. "Nothing to—" Only she was gone. "Where the bloody hell she get to. Think I'm gonna pull your fat out of the fire this time, you're in for a bloody big surprise." He finished in a shout before settling back in his chair, taking his ease.


	7. Chap 7: Have A Nice Day

Chapter Seven: Have A Nice Day

The pair moved along the dimly lit corridor in an odd sort of companionable silence. One, shrouded within a dark grey cloak and a suit of midnight blue body armor; the most advance available in the modern era. It was amazing to think that at six foot one, two hundred and fifteen pounds he could vanish into thin air as thoroughly as a wisp of smoke.

The other, a five foot seven inch, slightly built waif of a girl with thick, frizzy brown hair the color of autumn leaves. The royal blue mask she wore concealed her eyes but did little to hide her natural beauty. The hilt of a katana stuck up over her left shoulder.

Like her counterpart she was adept at vanishing at a moment's notice; while he accomplished the feat through hard earned skill. She managed it because of a genetic quirk that separated her from the rest of humanity.

Kitty was extremely curious as to exactly what it was that brought the Dark Knight to Sunnydale, the not so sleepy little town the brochures made it out to be. Then again she wasn't expecting any sudden revelations; Bat Man had a reputation and so far he did nothing to prove it undeserved.

Not knowing why he was here was driving her… Batty.

The man was closed lips, and he possessed exactly one facial expression. Scott seemed like Boo-Boo the clown next to Batman.

He stopped suddenly, becoming, if possible, even more silent in the stillness. The soft touch of his hand on her shoulder brought Kitty to a dead stop. She found him to be as unnerving as Logan, and wondered if they attended the same Ninja College.

With quick hand signs he told her somebody was coming up behind them. Straining her ears it took Kitty several seconds to pick up the dull thuds of heavy footsteps echoing up the long hall.

It was with deep speculation that she looked back at him, his hearing was at least on par with Ororo's, which while not on Logan's level was still considered better then average. Kitty wasn't sure if it had anything to do with his training, an intense awareness of his surrounding or if there was perhaps some little genetic quirk in his DNA.

Much as she would love to find the answer to that question there were more immediate matters that required her attention. The pair had a brief, but very silent conversation about the best way to proceed. While they both felt confident in their ability to handle any situation thrown at them, neither thought it was prudent to face an unknown, potential adversary, without doing a bit of reconnaissance first. Find out its strengths, discern its weaknesses and then formulate a plan of action.

Kitty grabbed hold of Batman's bicep and pulled him back, although she doubted she would have been able to move the man so easily if he didn't allow it. "Deep breath," Kitty whispered. Just like a diver preparing for a deep dive, she saturated her lungs with oxygen and stepped backwards into the sheet of dense steel coating the bedrock beyond.

Batman watched with some amazement as Shadowcat immersed herself in the steel. He had seen J'onn perform the same act countless times only he always looked like he was disturbing a pool of water, his presence sending out waves. Shadowcat simply seemed to merge with the steel as she phased into it.

Steeling himself for what he expected to be a rather unpleasant experience, something akin to swimming through slime. Only this wasn't, it was no different then the corridor they just left behind. It was the same, yet completely different. The steel and bedrock were no more of a hindrance to them then air.

The thought that his life was completely in the girl's hands, in her relatively unknown power, troubled Bruce some. He wasn't use to depending on other people, even those he's known and worked with for years, never mind somebody he just met and whose reputation was somewhat clouded.

He doubted if the X-Men were the public enemy certain politicians with questionable agendas made them out to be, let alone fringe religious groups who proclaimed mutants were Satan's agents on Earth, but the group did little to endear themselves to the public, not that he could say much in that area. He didn't exactly make it a habit of granting interviews with the media, but he did maintain relations with certain people.

They waited just beneath the surface, so close that Bruce was positive, if he concentrated just a little harder, he would be able to see into the corridor beyond. Only he couldn't.

He wasn't sure how much time had passed, a couple of minutes, possible longer. He wasn't concerned for himself, with meditation techniques he mastered over the years he was capable of holding his breath for close to ten minutes.

Shadowcat probably didn't have that type of training to fall back on; then again, she had noticed his presence when most others wouldn't. She didn't appear to be in any dire need of oxygen, and while relatively impatient she didn't seem to be in any great danger of suffocating.

She stepped out of the wall, drawing him along. "What the hell are these people doing?"

"Trying to build a better soldier," Batman answered. He has heard rumors of military operations like this one, but has never actually run across one.

Kitty shuddered at the thought. _No wonder Fury is so hell bent to get this place shut down_. _He could've at least given me a heads up_. The thought didn't hold the rancor she thought it deserved. _Maybe I'm just getting cynical in my old age_?

Twenty-one, twenty-two no one could think of her as old, most people would see a young woman, what the vast majority of them would never know is that she has been donning an X-Man uniform since shortly after her thirteenth birthday and one bitter, pain-filled, heart wrenching experience after another has jaded her; most recently the death of her best friend Illyana, somebody she had literally shared her soul with, and the sacrifices of her first love Piotr, sacrificing himself to ensure no more lives would be lost to the Legacy virus.

She has traversed the vastness of the known Universe, beheld sights so wondrous that even the vague memories she retained were more then enough to make her soul soar and weep by turns, yet the depths that man could sink to constantly astonished her. Demons and aliens might be accounted great evils simply because their nature is so different then our own, but the atrocity one man is capable of inflicting upon another truly disturbed her, and their reasons were no less insane.

Bruce watched her; he could see the wheels turning. There was no fear in her, no excitement either, just a determination to finish a job she started. He could understand that. When he was young, younger then Shadowcat, his rage and grief and guilt had driven him to become the best, to become the Dark Knight.

Batman.

Putting on his uniform though, emotions had a way of mudding up the waters when they needed to be crystal clear. It had taken numerous lessons to learn the hard truths, lessons he sometimes forgot when he got too close.

This wasn't going to be one of those times.

* * *

"That's enough!"

Buffy recognized Riley's voice as she raced up the long, stark white hall. It was distorted, quivered with raw emotion, so unlike his normally strong, confident tone. Now he sounded more like a petulant child then the Special Forces officer he was. Aside from the video feed, Buffy hasn't seen her pseudo boyfriend for more then a day, but what she did see, all sweating and shaking, matched up for better with the voice she just heard.

Speeding down the corridor, Buffy's feet never touched the floor. At least, that was what it felt like to her.

"You're making her sound like some psychopath. She was brilliant!"

He was close to the edge, might have already leapt head first over it.

"She was." A second voice interjected. His voice was quieter, softer, lacked any sort of strength, like the man had never known a hard days labor. Buffy was sure not a single callus had ever marred his palms.

"All she was doing was trying to help people, and this is the way you want them to remember her?"

Buffy skidded around the corner, took in the large two story room in a single glance. Like the rest of the base it was a single uniform steel gray. A sturdy catwalk ran the length of the back wall, with a slim ladder climbing the far wall.

None of that mattered to her; all of her attention was focused on Riley. He was shaking, looked flush… a sheen of sweat slicked his face. His arm was rock steady as he aimed the standard issue nine millimeter at Angleman.

Buffy had only meet the man once, found him to be more bland then she thought was humanly possible, even Wesley had more of a personality, for a watcher, Wesley was almost anal, which was several steps, perhaps an entire flight of them, above Angleman.

If he were to suddenly turn up as a corpse she wouldn't shed a tear for him, high school on a hellmouth hardened her, Junior year had been especially tough on her casual acquaintances.

What would weigh on her was if she let Riley pull that trigger. She couldn't believe how much he looked like a junkie in need of a fix.

"Riley," she called out in her most soothing voice.

His hand, his entire body jerked at the sound of her voice. He looked at her and his expression relaxed, the dark circles under his eyes seemed to vanish. "Buffy?" There was an edge of confusion in his voice as if he shouldn't believe his own eyes.

"That's right Riley," Buffy said with a nod. She smiled softly and added, "It's just me, Buffy. I've come to take you out of here. Take you home." Her voice remained non threatening, and there was no hint of the violence she was capable of as she removed several feet from the distance separating them.

"How?" Was the simple word that slipped out of his mouth, his eyes darkening, narrowing with distrust. "You're not suppose to be here."

_A couple more feet_, was the simple thought that kept playing in Buffy's head. She knew, even before he swung the firearm at her that she wasn't going to make it. Once more his speed had caught her by surprise; all of the Initiative soldiers had that. Its what made training with them so much fun.

Plus they could take a punch and normally came back for more. Until now she had assumed it was all training and attitude that accounted for their durability.

Now she wasn't so sure. His actions were reminiscent of an addict in desperate need of a fix. His hand shook violently, but the gun remained fixed on her. Sweat beaded on his brow and he rubbed at his face with his left hand and forearm. "You need to put the gun down Riley," Buffy said with tempered calm. "You're not acting like yourself."

"Its all the drugs Walsh was feeding them," Angleman said.

"You're doing this to me," Riley growled over Angleman. He advanced on Buffy, "This all started because of you!"

"I'm trying to help you," Buffy hissed back at him, forgetting the gun in his hand, "if you would just let me…"

Riley grabbed her arm as he shouted. "What did you do to her?"

Her eyes flashed at his touch, as she sassily broke his hold. "I didn't do anything." He snatched at her again and she pushed him back. "Stop it! This isn't— We need to get out of here. S.H—"

A body, dressed in standard olive drab military fatigues, hit the floor between the three people. "Oh god," Angleman gagged at the dead soldier.

Buffy glared up at the cat walk, eyes hardening on the cybernetic monstrosity looking down on them. "Three fourteen," she whispered. It was impossible to tell what he had been, he seemed to be patched from dozens of different things; human, demon, and robotics.

"I've been thinking about the world," he announced. His voice was a toneless monotone. "I wanted to see it, learn it. I saw the inside of that boy," for the first time there was a note of excitement, of wonder in his voice, "and it was beautiful, but it didn't tell me about the world. It just made me feel." He turned, walked back the way he had come. "So now— I want to learn about me. Why I feel? What I am?" He said as he came to a stop, and gazed down at them from the cat walk.

"Frankenstein's been born again," Buffy mumbled to herself.

Adam took a step forward, allowing gravity to pull him down. He hit the floor with a solid thud, his eyes never left Riley. "So I came home," he informed them as he pulled out a computer disk from the pocket of his camouflage cargo pants and slid it into the drive slot in his metal chest plate.

It loaded with a soft whirring as he began to pace again. "I'm a kinematically redundant, bio mechanical demonoid designed by Maggie Walsh. She called me Adam and I called her mother."

"Adam," Angleman started. Buffy could hear the hesitation in his voice, the fear, and wondered just how dangerous Adam was. In the movie Frankenstein was turtle slow and made Xander look like a theoretical physicist. She had the feeling it was going to take more then pitchfork and torches to kill Adam. "Mother would want you to stand down."

"Yes," Adam said turning his attention on Angleman, "but I seem to have a design flaw."

_There's a shocker_, the sarcastic thought floated through the back of Buffy's mind.

Adam began pacing again. "In addition to organic material, I'm equipped with GP-2/D-11 infrared detectors, a harmonic decelerator, plus DC Servo."

"She pieced you together from demons," Buffy spat.

He looked down at his mismatched body, holding his hands out in front of himself, palms facing up. He looked back at Buffy and said, "And man, and machine. Which tells me what I am, but not who I am. Mother wrote things down, hard data, but also… her feelings. That's how I learned I have a job here… That she loved me."

With each word Riley felt his blood boil. "She wasn't your mother. She didn't love you." Pure rage filled his voice as he shouted, "She made you because she's a scientist."

"Riley," Buffy growled in a sharp voice. She had the distinct feeling Riley was going to do something decidedly stupid, like attack this thing. Their best option was to keep it talking, and hope it slipped up and reveal more of its nefarious plot. She knew it had one, was almost positive the slayer hand book emphasized that. All fiendishly evil villains will have a nefarious plot that they will unwittingly unveil if you keep them talking long enough. Or that might have been Xander describing comic book plots. She wasn't really sure which.

Adam pulled another disk from out of his pocket as he said, "Riley Finn," and loaded it into his chest drive.

"Stop," Riley growled. He sounded more like a woodland beast then a man.

"Mother created you too," Adam said calmly.

Riley's face was a deep scarlet as he fumed. "Maggie's not my mother! I have a mother, a real."

"A birth mother," Adam cut in. "Yes, but after you met Maggie, she was the one who shaped your basic operating system. She taught you how to think, how to feel. She fed you chemicals to make you stronger; your mind and body. She said that you and I were her favorite children, her art. That makes us brothers…"

"No," Riley hissed as he stepped forward.

"… Family."

"I'm not like you."

Curiosity flashed briefly across Adam's face as he said, "That's pain. Isn't it? Why, because your feeding schedule, the chemicals, have been interrupted? Or do you miss her? Tell me."

"I'll kill you."

"You won't," Adam answered calmly. "You haven't been programmed to," he explained.

"I can't be programmed." Riley raged, the veins in his neck pulsed and the flesh had turned a dark blue. "I'm a man!"

Adam pulled out another disk. "Its here," he said holding it up for Riley to see, "the plan she had for us. What happens? How it ends."

"No," Riley whispered.

"Do you want to hear?"

A sharp noise, too soft for human ears catches both Buffy and Adam's attention as Riley says, "No," again; louder with more conviction. His berretta pointed directly at Adam's face, his arm straight, strong.

A small, oddly shaped boomerang spun out of the deep shadows. Adam shifted his arm, but wasn't fast enough to avoid the bat-a-rang as it lodged in his forearm. He lifted his gaze and stared into the blackness. "Interesting," he said softly. "Insulated, heat dispersion. I hadn't planned on such—"

"You," a stern voice hissed and a shadow detached itself from a darker patch of blackness. His cloak was wrapped tight, obscuring his build. It was like a piece of darkness had detached itself from a larger patch and wrapped itself around him. "Have something that doesn't belong to you."

_It isn't possible_, Buffy mumbled silently as she watched the dark figure emerge from the shadow.

Batman was almost as reclusive as the X-Men. Despite being a founding member of the Justice League he was extremely camera shy. There was almost no photographic evidence of his existence. He was the antithesis to Spider-Man. Even in California his face graced a fair number of publications. It was like a personal photographer was following him around, taking snapshots everywhere he went.

Her next thought was either Ethan Rayne was once again up to his old tricks or that another of Sunnydale's less then stable resident slipped over the edge between fantasy and reality.

She wasn't sure which one came first, only that Batman was standing in front of her was about as probable as her working on a covert operation with one of the X-Men. _So maybe it's possible_? She admitted stubbornly, _Still doesn't explain why he's here, but he is providing an excellent distraction that I haven't taken advantage of yet_.

As she steeled herself to move something just beyond Adam caught her eye as Kitty began to rise, ghostlike, through the floor.

"Point in fact Dark Knight," Adam began as he pulled the Bat-a-rang from his forearm, "I am composed entirely from parts that belong to others. Do you plan on returning them all to their proper owners? I don't believe they're in any condition to take them back."

Batman's scowl was a sledge hammer blow as he loomed forward. "You're an abomination. A mad scientist's freak show."

"I wonder if I could throw this little toy," he said holding up the Bat-a-rang, "as well as you? Say, through your heart."

"Good thing we're not going to find out anytime soon," Kitty said surging forward.

The sound of her voice startled Adam, she appeared out of nowhere, grabbed the disk out of his hand. He recovered quickly, lashing out at Kitty but the girl was already out of his reach.

"Hey!" Buffy shouted as she darted ahead intent on drawing Adam's attention from Kitty. He moved faster then she anticipated and his back-fist caught her flush across her check. She went down in a heap muttering a disdainful curse.

A sharp, pneumatic pop cut the air and Buffy flipped back to her feet, the sudden movement clearing the reedy fog from her head. A heavy cable, with a strange, bat shaped grappling hook was wrapped around Adam's wrist. On the catwalk Batman strained to hold his position.

Buffy grabbed Adam's forearm, cinching it tight with both arms as she brought her right leg around and drove a smash kick into gut causing him to stagger ever so slightly.

"Aaaarrghhh!" Riley screamed as he began firing round after round from his berretta in Adam's general direction. Buffy let go of Adam's arm like it turned white hot. She dropped to the floor as each shot went wide of its mark.

Kitty phased, several bullets passed harmlessly through her body as she grabbed the hilt of her specialized titanium katana. The sword leaped from its sheath as she turned and flowed back, charging Adam.

Buffy lashed out, kicking Riley's leg out from underneath him. He went down hard, the back of his head bounced off the floor with a resounding thud.

With effortless ease Adam swung his arm back and jerked Batman off the catwalk as if he was nothing more then a toddler he planned to discipline harshly. Batman wasn't surprised; he suspected Adam was simply testing him. There was no fear as he glided through the air, there was no excitement either. His entire life has been a singular quest to attain physical perfection in his pursuit of justice. He's spent so much of his life training, preparing, that at times he felt like an emotionless automaton.

Kitty stayed phased as she raced across the floor, padding silently on the air itself, sword poised, ready to strike. So long as she remained phased, Kitty knew she held the advantage; she would be able to strike at Adam without fear of reprisal.

Adam flipped his right wrist back, the skewer jutted out from the specialized housing in the bottom of his forearm. It was hidden from view by his body.

Buffy saw the weapon, knew what Adam's intent was; knew she was too far away to prevent it. "Kitty!" She shouted as things seemed to grind down. Batman braced himself with what was going to be a jarring impact. Riley groaned miserably as he writhed on the floor. Buffy tensed, preparing to flip back to her feet.

Adam's right arm shot forward, the skewer leading the way, only Kitty's been doing this a long time and while the foot long bone protrusion was a surprise, for someone who has walked on alien worlds, it hardly threw off her stride.

She parried the thrust with brazen skill never slowing in her charge. As mystical beings, demons were able to hurt her even when she was phased. She wasn't sure if the cybernetic Frankenstein was still demon enough to qualify or if he was too much machine to focus a demon's innate mystical energy.

Still, Kitty wasn't taking any chances as she kept her density at its minimum.

Buffy landed on her feet. Batman absorbed the impact and bonded back towards the fray, a pair of bat-a-rangs leading the way. Kitty slide into the floor. One bat-a-rang skidded off Adam's metal face plate, the other embedded into the meaty part of his left forearm as Buffy slipped underneath it. A quick pair of left and rights to Adam's short ribs caused him to grunt as he took a slight step to regain his balance.

With a snarl Adam drove his right fist at Buffy's head when he screamed suddenly, without warning. A sound equal parts rage and pain. Buffy looked down, the hilt of Kitty's sword jutted out of the top of Adam's right foot. Buffy struck without hesitation, her left fist smashed into his throat, and she grimaced. Any other creature would have dropped to the floor gagging for oxygen.

Adam looked annoyed.

That didn't deter Buffy. She drove her right knee into the meat of Adam's left thigh as her right fist crashed into Adam's jaw. While both Batman and Kitty would eventually devise a plan to take Adam down, she was the only person present capable of going toe to toe with the modern day Frankenstein. It was her responsibility to keep Adam occupied, use her muscle so they could use their brains. Her right fist struck again, slamming into Adam's bone skewer. She wrapped her left hand around his thumb, twisting it back painfully as she grabbed the base of the skewer with her right hand. With a savage jerk Buffy shattered the skewer, snapping it off. She spun in a tight circle, the broken skewer twirled in her hand like a baton an instant before she slammed it through his abdomen.

Adam pushed her back, a snarl on his face. Buffy had the feeling things weren't going how Adam anticipated. He appeared flustered and looked like he had overstayed his welcome and wanted to be elsewhere, but didn't know how to get there.

Buffy smiled; sensing she had an advantage, one she normally wouldn't have. If Kitty and Batman weren't here, if it was just her and Riley, she had no doubt the outcome of this skirmish would be drastically different. She waded back in, throwing a flurry of punches taking advantage of Adam's immobility.

* * *

Spike crushed out his cigarette as he wandered aimlessly down the previously sterile corridor. The thud of his boots echoed hollowly in the stillness. Since he left the auxiliary computer room he's yet to see another living soul, or even an unliving one, which he might have had a little fun with considering the burr Willow stuck in his ear. He didn't know if he was madder at Willow, for thinking—and insisting—that he go find Buffy and extricate her from whatever trouble she got herself into; or himself for not remembering all he had to do was remove the commlink and Red's high pitch squeal would vanish as quickly as Angel's soul when he finally satiated his obsession. Either way the first person he ran into was going to suffer like nobody has ever suffered before.

When Buffy and her cohorts first approached him, he agreed to help for two rather simple reasons; it sounded like fun, but far more importantly to him, it was a chance to get back at the organization that put a chip in his head, effectively slicing his balls off and putting them in a jar on display for all the world to see, "Here lies Spike, The Big Bad, done in before his time by a group of pencil-neck dweeps."

He wasn't here to play Buffy's chaperone, certainly not to pull her fat out of the fire; not that there was a lot of fat on that scrumptious…

Spike scowled viciously at the disturbing thoughts rampaging around in his head. He found each and every traitorous one and savagely stamped them out. Easy on the eyes Buffy might be, Spike wasn't about to let himself forget that she was the Slayer.

There was no sympathy for her. No mercy. Without this chip in his head she was nothing more then a lunchable. He smiled; a chilled grin that would jell the hottest blood, at the exquisite taste of Slayer blood.

It had been twenty years since he last tasted Slayer blood and seventy years before that, but he remembered each occasion like it happened only moments ago.

And could only imagine what it was going to be like when he finally sank his fangs into Buffy Summers neck and drained her dry, let the husk that had been her fall to the floor. That oh so sweet thud, it would be the sweetest sound. Music he's waited a lifetime to hear.

Spike paused, looked around and wondered where the hell he was. He had been so distracted by his thoughts that he hadn't been paying the slightest attention to where he was going.

He didn't have a clue as to where he was, but he'd be damned if anybody ever found that out. He was deep in the Initiative, most would say in the heart of it; but to Spike, this felt like the bowels, a place nobody ever came, if anybody even knew it was here.

Glancing up and down the corridor, either way he looked it stretched on and on. He frowned turning in a circle. _Feels wrong_. His vampire senses were as sharp as ever, even if he didn't rely on them like most vampires. He used them when he had cause, but he refused to base his life on them.

Right now, he had cause.

People had been through here, a few anyway, but their scents were stale; weeks old. Fortunately the bases circulation system down here wasn't the best so the odors lingered longer then they should have. Most passed by this area as if there was nothing special about it.

One however seemed to hover around this section. He concentrated, focused his hearing. It was faint, but it was there and steady, an electrical hum. Spike knew it might be nothing more then current running through wall; but if so that was a hell of a lot of current. Maybe even more then a place like this needed.

It took him several minutes of searching before he found what he was looking for, even though he hadn't been sure what he was looking for until he found it. There was the slightest seem in the wall, so faint that at first he didn't realize it was there.

Finding a way into the room wasn't nearly as hard. Whoever hide the room had been counting on its camouflage to keep everyone out and hadn't bothered with any sort of lock. After a few minutes of pushing and prodding the door sprang in. It was about half the width of a normal door and Spike had to duck significantly to fit through the opening.

The chamber beyond—Spike didn't want to dignify it by calling it a room, it was barely bigger then a broom closet—wasn't much bigger than the door. Spike fell in love with the room's simple layout as soon as he saw it.

A small computer screen flickered to life, a tiny blue dot blinked at him for a brief second. The next instant, **Hello Mr. Gyrich**, stared at him. **It has been eighty-four days since your last visit**.

Spike blinked; that was just about the time he escaped from the Initiative. It couldn't be a coincident.

**Is everything all right**?

Apparently he had taken too long for the computer. With a smooth stroke he replied, **No**. He wrecked his brain for American vernacular. The last thing he wanted to do was sound like a pillock while trying to convince the computer he was this Gyrich bloke. **Things aren't all right**. **S.H.I.E.L.D. is only moments away from penetrating this installation**. **What options do I have**?

A list appeared in front of him but the only words he saw were self destruct. It was an easy decision to make.

**Input time**. **Then press enter**.

Spike smiled as he typed in a five minute countdown. _Spike's harmless, show 'em just how harmless I am. Spike can't hurt anyone, see how much nobody gets hurt once I get done here. Buffy thinks she can put me on a leash in keep me there. Bury her under a few thousand tons of rubble and see how_—

Pain seared his brain as he reached for the red button. "Bloody Hell," he gripped driving the heel of his palm into his temple. "I'm pressing a bloody friggin button! Not ripping the heart from a vestal virgin!" He glared at the button as if it should depress simply because he wanted it to.

He drew in a deep breath ignoring the fact that he didn't need to breath. _Nothing bad is going to happen_… He started to reach for the button. …_if I press_— "Aargh!" He cried out staggering back a step, banging his head on the door jam.

"Stupid bloody git," he grumbled. His plan wasn't coming off the way he planned. The chip in his head was more debilitating then he ever thought; if he couldn't even press a lousy button. It just sat there, mocking him. "Shut the Hell up," he growled at it.

_Blank mind_. He faced away from the keyboard. _Blank mind. Blank mind. Blank mind_. He reach behind himself, index finger aimed directly at the enter button and casually leaned back—

Then jolted forward with the searing pain that shot through his head. He growled deep in his chest. Given time and serious aversion therapy, overcoming the chip's limitations would be easy. Only he didn't have the time, not if he wanted to kill Buffy and the rest of her sniveling band of sycophants.

To accomplish that he was going to have to think outside the box. He looked back inside the room; his intention of pressing the button was all but impossible. Just looking at it made him wince.

Without thought Spike leapt through the open portal. He screamed as pain exploded in his head, but it was too late to stop. His momentum carried him through the doorway. His hand slapped against the corner of the keyboard; but Spike was already unconscious. He hit the floor with a boneless thud, blood dripping from his nose, seeping from his ears.

He was unaware of the wailing siren blaring throughout the entire base. In between each burst of ear liquefying sound a mechanized voice said a single number. It started at three hundred then went to two hundred ninety-nine, two hundred ninety-eight.

* * *

Fury glared at everything, everyone in his field of vision; which sent most scurrying for someplace else to be. Those that knew him, moved twice as fast. He didn't have to ask what the countdown meant or what the blaring siren signified. He's been in the military longer then most of the people under him have been alive. At seventy-five he looked less then half that number; the only indication of his advancing years were the thick streaks of white at his temples, racing around his head.

"You've got four minutes to clear this building people. I don't want anybody left inside. Move it people. We ain't got all day here."

And once this latest crisis was cleared, there were a lot of questions that needed to be answered. For starters, who equipped this installation with a self-destruct, it wasn't on any schematic he has ever seen of the underground structure. He had the feeling that the answer would come from one source.

"And someone bring me Shadowcat's head!"

* * *

Buffy glared at Adam, the air raid siren blaring in her ears, it was like it was going off in the center of her skull and just reverberated outward from there. _If they patented this they could put alarm clocks companies the world over out of business_. A quick check of her two allies showed they weren't affected by the banshee wail, not even Adam was paying the noise the slightest bit of attention, while she wanted to shove a boatload of cotton between her ears.

She also wondered if they couldn't have gotten somebody different to do the countdown, a little perkier, maybe with an accent, give it a bit of personality. Whoever was doing it now had all the emotional quality of a computer.

The three of them had been keeping Adam hemmed in, not allowing him to retreat. Buffy was doing most of the work, she was the only one capable of going one on one with him for a time.

Batman surprised her, according to all reports he was nothing more then a guy, in what she might have considered a spooky—before the whole slayer thing—costume. Reading about his exploits in papers and tabloids, always left her with the opinion he was something of a nut job. Fighting side by side with him, convinced her he was whacked. Nobody in their right mind would do what he was doing without super powers; still being this close to him she realized just how tenacious he was.

In a way, he reminded her of Spike. When he got something stuck in his craw there was just no letting go. He just hung on and hung on, until he wore you down.

The only problem with that strategy was Adam didn't wear down. Buffy could attest to that. It was like fighting Spike with the Ring of Amara only worse… There was no ugly ring to pull off Adam's finger thereby returning him to normal.

This was normal.

"What is it going to be Slayer?" Adam asked in his toneless monotone. His voice had all the emotional quality of a great white shark discussing European politics. Adam was curious to learn when a self-destruct mechanism had been installed. It wasn't on any schematic, and mother made no mention of any such device, an indication of betrayal by her superiors.

Buffy glared at Adam wishing that was all it took to put an end to the obscenity standing in front of her. She wished Spike was here, and wondered where he had gotten himself to and if he was in some way responsible for the air raid siren thundering in her skull at regular intervals. It wouldn't surprise her in the least. Spike would have been a valuable asset in this fight… If Spike had been here Buffy was positive Adam would be a grease smear right now. _This would actually be a lot more relevant if Spike were actually here_, Buffy complained silently.

"Do we stay?" Adam droned on. "Continue our test of each other. Perish as this installation obliterates itself?" While he was confident he could deal with the three well before the time allotted, but this had only been an expeditionary mission; the time wasn't right for his finale solution to be initiated.

"You're the only one that's going to die down here," Kitty informed him. Her voice was steady, showing none of doubts fluttering in her gut; it was nearly convincing enough that she believed it.

Adam however, he didn't buy one syllable as he said, "Ah, Shadowcat. My files on the mutant predicament are incomplete, mother meant to rectify that, but those on the X-Men are quite extensive. Your mutant power allows you to become intangible, to phase the molecules of your body and those you're in physical contact with, through solid matter. You however, cannot breath while intangible and physical exertion still takes it toll. I wonder… Would you be able to swim four people to the surface through five hundred feet of solid rock?"

Kitty fumed; she was in excellent shape, would have triathlon competition eating her dust. Xavier's training saw to that, but that was closer to her limit then she was willing to admit. Swimming through rock was similar to water only rock was much thicker, its molecules closer together, by herself she could easily handle three times that distance, but pulling three other people… it was too close. Still she glared at him hard enough that she thought her eyes were going to explode.

Adam simply stood there, impassive.

Kitty and Batman might not like it, but Kitty had forced this situation and Batman simply crashed the party so she didn't care what they thought. Buffy stepped aside, clearing a path to the catwalk Adam had first appeared on. She placed herself between Adam and Riley. She knew this decision was going to cost lives; that each one would haunt her until the day she died. The only thing she could do was find him, as quick as she could and kill him.

A faint smile creased Adam's lips, it wasn't particularly triumphant or mocking. His gaze lingered on Riley for the barest fraction of a second and Buffy could swear there was something like longing or love twisting in his inhuman gaze, but he made no move towards the fallen soldier.

Buffy's gaze followed Adam until he disappeared before she was able to tear her eyes from the spot he had last been. "Not a word," she said with a scowl at the other two.

"It was the right decision," Batman said suddenly. His voice was grainy with age and wisdom.

Buffy's glare simply intensified as she lifted Riley's prone body back to his feet as if he were nothing more then a sack of feathers. "Like your approval matters so much," she said slinging Riley over her shoulder.

Batman's scowl masked his frustration. He knew a little about slayers, about as much as anyone who wasn't in the know. One girl chosen at an impossibly young age to kill vampires. Nobody he knew, knew who did the choosing or what criteria they followed. All anyone could agree on was that they often died young. That Buffy survived to attend collage was a miracle, that she possessed an attitude to rival Stewart's was understandable. Both were soldiers though one chose it and the other was drafted, they had seen their share of wars and suffered for it. Both had the habit of putting the weight of the world on there shoulders.

"This way," Buffy said, without checking to see if anybody followed. She started off at a fast trot, though it was obvious she could have gone faster and chaffed at reigning herself in for their benefit.

Kitty followed without a word.

* * *

The grinding blare deep in Spike's skull slogged the vampire to muddled sort of awareness. He wasn't sure if it was the chip in his head or the air raid siren, they had melted into one sensation so painful as to drive nearly all thought from him.

"Bloody fu…" he started to grumble before a flash of memory wrenched him to full wakefulness. The leap through the door. "It was suppose to be a silent countdown!" He ground out wincing at the pain.

**Forty-Five**

"How the bloody hell is the explosion suppose to kill the poofed up jack a bites if they know its coming?" He demanded glowering at the screen.

**Forty-Four**

"All that work and I'll be lucky if a janitor gets himself locked in a broom closet," He twirled around, driving his fist wrist deep in the concrete wall.

**Forty-Three**

He ripped his hand out of the wall, whirled back around and delivered a devastating blow to the keyboard. It crumpled with less resistance then a piñata, sparks showering outward from the bare wires.

**Fort-Two**

Spike grumbled incoherently as he lashed out at anything close to hand; the monitor, walls, the door, leaving nothing whole or standing. He stood breathing hard despite not needing to breath. It took him several seconds to realize silence had descended all around him. The air raid siren had gone dead, the countdown had stopped. He took a moment to simply bask in the noiseless vacuum.

"Now that's more like it," he gloated as he turned and walked away. By his second step he stopped, his face scrunched up as he looked at something no one else could see. It struck with the force of the chip going off; he had no idea how much time was left.

Unconcerned with if he was heading toward the surface or not, he figured it had to empty out somewhere, Spike raced down the corridor as only a vampire could. He rarely used his vampiric gifts, but with his life hanging in the balance beggars couldn't afford to be choosers. With vampiric strength and no need for oxygen he was a blur; while nowhere near the speeds the super speedsters could attain it was still more then any natural born animal.

* * *

The ground rumbled ominously, settling into the new crater the Initiative base created when it sank back into the earth. The explosion had been powerful, but not so powerful as to leave evidence that there had been an explosion. The complex had collapsed in upon itself with a long and violent groan.

Adam smiled to himself. Whoever mother's enemy was, they were far more ruthless and cunning then the average human. They might even be his equal or close to it and the only clue as to their identity was now buried with Sunnydale's newest sinkhole; a plausible explanation given the populations more then willingness to ignore the town's dark underbelly and believe even the most far flung excuse.

The loss of the Initiative would push back his plans, but they would proceed just as mother wished.

Leaves rustled behind him, the very faintest of sounds, made deliberately if Adam was correct. "I knew that you would follow me. Your reputation as a man that does not give up precedes you. In this instance though it is going to cost your life," he said as he turned to face Batman.

He was crouched on a thick branch, his face an impenetrable mask as always. "You talk too much," was all he said as he thumbed a device secreted in his right hand. He hated resorting to these measures, but sometimes there were no other options. Adam was an amoral abomination that killed simply to kill. There were very few prisons that could contain such a creature.

Adam's gaze focused on the hand, the device held within it's grasp. It was a detonator. "What?" For the first time fear laced his voice.

"Something I've been meaning to try out for awhile, plastique micro-fibers. Blow open doors when finessing them isn't an option. They take a little time to reach explosive density but once they do…" He spent the entire fight using Buffy as a diversion, letting her keep Adam distracted while he laced the creature's back with more then forty strands of the high yield explosives, smaller then the finest strand of spider web they were almost completely undetectable. "There's enough explosives on you to blow the doors off Fort Knox."

Adam smiled. _A man as ruthless and cunning_—

* * *

Spike quickly slipped away from the mass confusion milling about, gathering up just about anybody that emerged from Lowell House. He had spotted a group of soldiers escorting Pryde and the Slayer away, it had been amusing watching the Slayer complain about them putting Riley in cuffs, but he could tell it was a half hearted attempt. If she had been serious the Slayer would've waded through those soldiers like they were nothing more then cardboard cutouts.

Lurking in the deep shadows Spike was surprised he didn't feel more disappointment the Slayer wasn't dead. A fact he wasn't going to spend a lot of time analyzing. Despite everything she was fun to keep around, she knew how to keep his life interesting even if was by trying to kill him on a by weekly basis.

He was more then willing to leave it at that. Delving into the whys and whatfores tending to land him in a good deal of trouble.

Riley on the other hand. Seeing him set his blood burning. It wouldn't have been too much to expect her to leave him. Seeing him in handcuffs, it wasn't the same as seeing him dead, but it was something.

Silently, without any sort of fanfare, Spike slipped away, hugging the shadows as he made his way to the nearest sewer access.

* * *

Buffy flopped onto her bed with a disgruntle sigh. The too hard mattress barely acknowledged her presence. She felt wrung out, more so then at any other time since being called as a Slayer; considering the drama that had taken over her life, that was saying something. There were two things she wanted more then anything else, sleep for a week and a hot shower… A large pizza wouldn't be refused right now either. _Several large pizzas_, she amended.

The last two days had been spent confined in a S.H.I.E.L.D. interrogation chamber she like to think of as a broom closet. It was a small room, smaller then a prison cell at any rate with three white hot spot lights mounted opposite where she was forced to sit; one was mounted in each corner while the third glared down from directly across the room.

It was cramp when she was in the room by herself, when her integrators occupied it as well it was positively claustrophobic; not that she was afraid of small, enclosed spaces or anything.

Buffy wasn't sure how many people questioned her, she could barely remember what any of them looked like. Most asked her the same questions, over and over again; all concerning the Initiative and what she knew. She had played the part of dating girlfriend who was visiting her boyfriend.

That was until the last S.H.I.E.L.D. interrogator. Buffy knew she could break the man with little more effort than snapping a toothpick, but something about the man screamed that she shouldn't take him lightly. He was different from the rest, showing more then a hint of his advancing years and a dark eye patch; with the stiff grizzle of a man that hasn't shaven recently. When he talked he sounded as if he had taken extra time out of his schedule to chew on red hot filings just before coming to see her.

The man cut straight to the point, that if it were up to him she'd be locked up with the rest of the Initiative personal, but according to what files they had been able to recover her official Initiative title was a special advisor, though he wasn't sure how an attractive college freshman could advice an organization like the Initiative.

It was clear from the insinuation in his voice as to what he thought her duties included. The only thing that kept Buffy from slugging him, was that she was more then positive that was what he wanted. It would give him an official reason to hold her.

The interview only lasted a few minutes more after that and basically consisted of him telling her she was free to go and her asking about Riley and being told he was being charged with high treason and had already been moved to high security installation. That in all likelihood he was going to spend the rest of his life in prison.

Again she had to suppress the urge to knock the smug look from his face not to mention several teeth from his mouth.

_Should probably give mom a call_. It had only been a couple days, but given her calling she knew her mother worried and it only grew worse as the days passed. _Have to call Giles too, he's almost as bad as mom but hides it behind that stiff British upper lip. Then there's Willow. She must be going out of her_—

Buffy sat up suddenly realizing that Willow wasn't in the room. She had half expected her best friend to pounce on her when she walked through the door and been mildly relieved when the exuberant hug fest didn't occur, but now she had to wonder where Willow was.

As if her thoughts had been a summons the door opened and Willow strolled in. "Hi Buffy," she said crossing the room and setting her armload of books on her desk.

"That's it," Buffy practically groan. "I disappear for two days, held captive by an ultra secret government agency and the best I get is a Hi Buffy. I mean I was yeah close to being locked up for the rest of my life and this mean guy said I was—"

"I'm sorry," Willow said. While she normally enjoyed a good babbling Buffy rant, today wasn't one of them. She gave Buffy a huge hug saying, "Its good to see you again."

The hug felt somewhat awkward to Buffy, as if Willow were holding back as if she were just a little uncomfortable and Buffy wondered about that. Willow had never held back before. Normally she was the one forced to hold back for fear of hurting one of her friends with her slayer enhanced strength. Willow's hugs had always been like surviving an avalanche.

Before she could comment on the change Willow said, "Sorry about the 'Hi Buffy' it's just we've known where you were from the time Spike told us what happened, being taken into custody with Kitty and the rest of the Initiative. Me and Tara did a locator spell so we've known where you were being held all along. Giles' been spending most of his time watching the building along with Xander, and Spike was there last night but we had to pay him, so it was just Spike being Spike." She paused, taking in a lungful of oxygen before asking, "What happened?"

There had been something when Willow said the name Tara; a catch in her voice, a twinkle in her eye, Buffy wasn't sure what, but it had been there. She had meant to question it, but Willow continued on without pause for breath and by the time Willow finished, it had gotten shoved to the back. What she wanted to know, more then almost anything was how much it cost for Spike's help, all she had to do was work the conversation around to that.

* * *

To say Kitty was upset would be a gross understatement. She hasn't felt this level of anger since Charles Xavier demoted her from full fledge X-Man to a junior member of the X-Babies after their hectic, helter-skelter, only nearly almost died a zillion times, battle with the Brood or their more apt name the… The Slezziods. And this time she didn't have a Danger Room to run through simulations and work out her frustration.

She stormed through the front doors with a scowl on her face and a dangerous, nearly murderous gleam in her eye. Even the most slow-witted jock realized it would drastically lengthen their careers by not getting in the way of the lanky brunette who seemed to be walking on the air itself as she often did when preoccupied or dealing with strong emotions.

Like most things in Sunnydale, the natives simply ignored what didn't fit into their concept of reality.

Kitty made it to her room without any serious incident, and actually remembered to open her door instead of walking through it. The door slammed shut behind her with enough force to rattle the frame.

"Who the hell does Nick Fury think he is?" She growled darkly. The man actually had the audacity to accuse her of destroying the Initiative, of rigging the base with explosives and then blowing it to kingdom come.

True, she wanted the Initiative data to disappear; it was far too close to experiments the Nazi's ran during World War II, but she wasn't about to risk a single life to accomplish it, hence her worm program Buffy, Willow, and Spike dumped into the computer mainframe.

"I…"

At the first sound Kitty adopted a fighting stance as she pivoted toward the voice. Her eyes widened fractionally at who was lounging on the room's sole chair. "Bruce Wayne."

"…believe that would be the head of S.H.I.E.L.D."

She relaxed, tossing her satchel and all its content onto her bed. "How'd you get in?"

Bruce smiled as he stood up. Kitty decided it was a pleasant look for him, especially considering the alternative. She suspected what she was seeing now was more the mask then the one he wore the other night. This sophisticated, charming, upper echelon, golden boy was a facade for the rest of the world.

"Its amazing the number of doors the name Wayne can open. Had a rather interesting conversation your dorm advisor."

"And he just let you in?" She asked folding her arms across her chest.

"Once I mention you had an Interview the other day," he walked across the room to the window, standing at the edge he stared out at the campus below. Several moments passed before he spoke again. "It's strange when you think about it, here I was, in Sunnydale on some rather pressing business for Wayne Industries when what should I stumble upon. Katherine Pryde, at thirteen she was touted as one of the most promising young minds, perhaps one of the most intellectually gifted people since the likes of Tesla, Edison, Einstein. Private academies and colleges all across the country, from Ivy League juggernauts like Harvard and Princeton, to MIT, even the Massachusetts Academy, not to mention most of Europe, clamoring to get their hands on such rare and exceptional ability, if I'm not mistaken even Wayne Industries was offering a full scholarship to the college of her choice.

"So what does this young, but incredibly brilliant girl, Kitty as her friends call her, decide to do? With all these opportunities sitting in front of her. Would you believe she decides on a small, rather exclusive private school in Westchester, New York. Xavier's School for Gifted Youngsters." He smiled at the phrasing. He turned slightly taking Kitty in from head to toe. "I have to admit it was probably the best choice she could have made, all things considered."

"Thanks for the endorsement, now if that's all—"

"Are you always this hostile?" He cut her off.

"Only when I'm being threatened," she answered.

Bruce sighed and messaged his temple lightly; he should have seen this coming. Sometimes he outsmarted himself. "I'm not a threat to you or your friends Kitty. I handled this situation badly. You've done a lot for the Earth, probably more then most can imagine or are willing to admit, and have gotten a lousy rep in return."

Relaxing slightly Kitty exhaled. "Sorry. It's just, everywhere we go there're nothing but enemies. Ones we know and ones we don't. Even most of the people we consider allies look at us with fear and distrust. Even Banner," she finished with something close to a laugh.

The irony of the comment wasn't lost on Bruce. Banner, Dr. Bruce Banner one of the world's foremost nuclear physicist, specializing in Gamma Particles. He was caught in the heart of a gamma bomb explosion, instead of being killed like any other person, his body absorbed the massive radiation, his cells mutated, and he was forever cursed by an uncontrollable transformation into the savage, rampaging Hulk, a beast driven by a pure, almost childlike rage.

A number of years ago he had the opportunity to watch Banner in action when he worked on a project for Wayne Industries. The man was more brilliant then he imagined, having Banner head the project had cut production time by seventy-five percent, he spotted potential problems long before they became a concern and rectified them with a simple ease that Bruce still marveled at. Science was what the man had been born for; it was beyond a tragedy what had befallen him, a victim of his own genius.

He also came face to face with Banner's alter ego and discovered most of the preconceptions he had of the brute were inaccurate. While the Hulk had few peers in terms of raw, unadulterated strength; Superman, Juggernaut, Hercules and maybe one or two others, he was like a child; with a child's intellect and temperament. He was hardly what Bruce would call evil. He simply wanted one thing and that was to be left alone and when that didn't happen he would often fly into a fit of rage. That wasn't to say he couldn't be reasoned with or that he didn't understand, as a matter of fact he understood far better then most adults. If not for the Joker's interference it was quite possible he would have been able to talk the Hulk down.

Still that was all years in the past and did little to help him now. "I tend to judge each person by their own merits, plus somebody I trust nearly as much as myself gave his approval and any person that has the guts to stand up to Darkseid-"

"If you're gonna be talking this much, can I get you something to drink? I've got water, juice, soda… even a six pack Molson." She admitted a little sheepishly.

"I know," Bruce answered. For a moment she looked her age, all nineteen years old. It was hard to imagine that she's been living this sort of life for six years. Put in that context it wasn't hard to believe she's separated the world into teammates, friends, enemies, and potential enemies. The people that knew him best often accused him of doing much the same. Fortunately for him, he was able to slip on the façade that being Bruce Wayne allowed him, something he was fortunate enough to have developed long before Batman garnered his reputation.

Kitty gave Bruce a hard look that he shrugged at. "Habit," he said unapologetically. "I do need to get back to Gotham. Dick has his own life that he's itching to get back to. I just wanted to make my job offer in person. I left a portfolio on your bed." He nodded slightly and moved towards the door.

"You were serious about that?" Kitty inquired.

Bruce stopped with his hand on the door handle. "You'll find there two things I never joke about," he said pulling the door open.

"What's the other?" She asked before he could leave. She was positive she knew what it was, but she couldn't resist asking.

"Be sure to tell Buffy I closed out the project we were working on the other day and she shouldn't worry herself about it."

* * *

**This is the end**

I do have a sequel in mind, but it's going to be awhile. My brother still has a couple of more chapters to type up for "Minutes to Memories" "Rocks on the Road" and a few others. He's been extremely lazy for the last few months, half a year, so my apologies. I hope my next post won't be quite so long.


End file.
